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):
August 12, 2024
Inspirato Incorporated
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-39791 |
|
85-2426959 |
(State or other jurisdiction
of incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
|
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):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
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:
| 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 x
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. ¨
On August 13, 2024, Inspirato Incorporated
(the “Company”) issued a press release, sent an email to its members, and sent two emails to its employees, in each
case announcing the execution on August 12, 2024 of an investment agreement (the “Investment Agreement”) with
One Planet Group LLC, a Delaware limited liability company (the “Purchaser”), relating to the issuance and sale to
the Purchaser of shares of Class A common stock of the Company, a warrant to purchase shares of Class A common stock, and an
option to acquire an additional number of shares of Class A common stock. Copies of the press release, the email to the Company’s
members, and the two emails to the Company’s employees are furnished as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, to
this Current Report on Form 8-K and are incorporated by reference herein.
The information in Item 7.01 of this Current
Report on Form 8-K, and Exhibits 99.1, 99.2, 99.3 and 99.4 attached hereto, 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. To the extent that information pertaining to the transactions contemplated by the Investment Agreement (collectively, the “Transactions”)
contained in Exhibits 99.1, 99.2, 99.3 and 99.4 constitutes soliciting material pursuant to Rule 14a-12 under the Exchange Act,
such information shall only be deemed filed pursuant to such rule.
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 generally relate to future events or the Company’s future
financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “believe,”
“may,” “will,” “estimate,” “potential,” “continue,” “anticipate,”
“intend,” “expect,” “could,” “would,” “project,” “forecast,” “plan,”
“intend,” “target,” or the negative of these words or other similar expressions that concern the Company’s
expectations, strategy, priorities, plans, or intentions. Forward-looking statements in this Current Report on Form 8-K include,
but are not limited to, the Company’s ability to consummate the Transactions and satisfy applicable closing conditions, including
the receipt of its stockholders’ approval at a special meeting of stockholders (the “Special Meeting”) of a proposal
to authorize the issuance of certain shares of Class A common stock of the Company issuable pursuant to the Investment Agreement,
to the extent such approval is required under the rules of the Nasdaq Stock Market LLC (such proposal, the “Nasdaq Proposal”).
The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject
to risks and uncertainties, including changes in the Company’s plans or assumptions, that could cause actual results to differ materially
from those projected. These risks include the risk of the Company’s stockholders not approving the Transactions, the occurrence
of any event, change or other circumstances that could result in the Investment Agreement being terminated or the Transactions not being
completed on the terms reflected in the Investment Agreement, or at all, and uncertainties as to the timing of the consummation of the
Transactions; the ability of each party to consummate the Transactions; 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 filed
with the SEC on March 12, 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. These forward-looking statements should not be relied upon
as representing the Company’s assessment as of any date subsequent to the date of this Current Report on Form 8-K.
Additional Information and Where to Find It
The Company, its directors and certain executive
officers are participants in the solicitation of proxies from stockholders in connection with the Special Meeting to approve the Nasdaq
Proposal. The Company plans to file a proxy statement (the “Special Meeting Proxy Statement”) with the SEC in connection
with the solicitation of proxies for the Special Meeting. Additional information regarding such participants, including their direct or
indirect interests, by security holdings or otherwise, will be included in the Special Meeting Proxy Statement and other relevant documents
to be filed with the SEC in connection with the Special Meeting. Information relating to the foregoing can also be found in the Company’s
proxy statement for its 2024 annual meeting of stockholders (the “2024 Proxy Statement”). To the extent that such participants’
holdings of the Company’s securities have changed since the amounts printed in the 2024 Proxy Statement, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Promptly after filing the definitive Special Meeting
Proxy Statement with the SEC, the Company will mail the definitive Special Meeting Proxy Statement and related proxy card to each stockholder
entitled to vote at the Special Meeting. STOCKHOLDERS ARE URGED TO READ THE SPECIAL MEETING PROXY STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Special Meeting
Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection
with the Special Meeting at the SEC’s website (http://www.sec.gov). Copies of the Company’s definitive Special Meeting Proxy
Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with
the Special Meeting will also be available, free of charge, at the Company’s investor relations website (https://investor.inspirato.com/)
or by writing to the Company at Inspirato Incorporated, 1544 Wazee Street, Denver, Colorado 80202, Attention: Investor Relations.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
Date: August 13, 2024
| |
INSPIRATO INCORPORATED |
| |
|
| |
|
| |
By: |
/s/ Robert Kaiden |
| |
|
Name: |
Robert Kaiden |
| |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
Inspirato Announces
$10 Million Capital Infusion by One Planet Group, Appoints Payam Zamani as CEO and Chairman
New CEO Focused on Profitable Growth, Remains
Committed to Delivering Exceptional Service and World Class Experiences for its Members
Implementing Immediate Efficiencies to Reduce
Annualized Costs by Approximately $25 Million
DENVER, August 12, 2024 (GLOBE NEWSWIRE) – Inspirato
Incorporated (“Inspirato” or the “Company”) (NASDAQ: ISPO), the innovative luxury travel club, today announced
it has entered into a definitive investment agreement with One Planet Group LLC (“One Planet Group”) on a comprehensive transaction
(“the Transaction”) that includes $10 million of equity financing in exchange for approximately 2.9 million new shares of
Inspirato Class A Common Stock and an equivalent number of warrants.
“I’m incredibly excited for what this transaction does
for the future of Inspirato and our members,” said President, David Kallery. “Over the last several quarters, we’ve
worked tirelessly with our members top of mind to improve our product offerings and optimize our portfolio. While the decision to reduce
our workforce was not easy, I’m grateful for the hard work and dedication of the entire team and am confident that under Payam
Zamani’s leadership, Inspirato will continue to provide a world-class travel experience to its members for years to come.”
Upon closing, One Planet Group will name three new Directors to the
Inspirato Board of Directors, including Mr. Zamani as Chairman. The size of the Company’s Board is expected to remain at seven
Directors. The Company also plans to implement initiatives expected to reduce costs by approximately $25 million on an annualized basis.
This includes a reduction in workforce of 15% and the termination of previously impaired, poorly performing leases.
CEO and Chairman, Payam Zamani, commented, “This transaction,
not only strengthens Inspirato’s liquidity and improves the Company’s capital structure with a large, supportive shareholder,
but it injects our boardroom with a fresh perspective. I look forward to working with the team, meeting our members and taking Inspirato
to new heights in a more sustainable and profitable manner.”
The purchase price for each share and warrant in the transaction is
$3.43. The first tranche of the transaction will close August 13, 2024 for consideration of approximately $4.6 million; the second
tranche is expected to close in September 2024, subject to shareholder approval, for consideration of approximately $5.4 million.
Following the second closing, One Planet Group will have an option to invest an additional $2.5 million on the same terms.
About Inspirato
Inspirato (NASDAQ: ISPO) is a luxury travel company that provides exclusive
access to a managed and controlled portfolio of curated vacation options, delivered through an innovative model designed to ensure the
service, certainty, and value that discerning customers demand. The Inspirato portfolio includes branded luxury vacation homes, accommodations
at five-star hotel and resort partners, and custom travel experiences. For more information, visit www.inspirato.com and follow @inspirato
on Instagram, Facebook, X, and LinkedIn.
About One Planet Group LLC
One Planet Group is a closely held private equity firm that owns
a suite of technology and media businesses while also investing in early-stage companies. Owned and operated businesses span a variety
of industries including ad tech, publishing, and media. One Planet Group’s mission is to support strong business ideas while building
an ethos that helps improve society and give back to communities. The company’s investment portfolio includes a diverse group
of innovative tech-enabled products and solutions. Investing primarily in high-growth early-stage entities, emphasizing companies that
aspire to ‘Innovation + Intention.’ One Planet Group was founded by tech entrepreneur Payam Zamani in 2015. With offices
and employees in over ten countries, its global headquarters is in Walnut Creek, California. For more information, visit www.oneplanetgroup.com.
Forward-Looking Statements
This press release 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 generally relate to future events or the Company’s future financial or operating
performance. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,”
“will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,”
“expect,” “could,” “would,” “project,” “forecast,” “plan,” “intend,”
“target,” or the negative of these words or other similar expressions that concern the Company’s expectations, strategy,
priorities, plans, or intentions. Forward-looking statements in this release include, but are not limited to, the Company’s ability
to consummate the Transaction and satisfy applicable closing conditions, including stockholder approval, where applicable. The Company’s
expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties,
including changes in the Company’s plans or assumptions, that could cause actual results to differ materially from those projected.
These risks include the risk of the Company’s stockholders not approving the Transaction, the occurrence of any event, change or
other circumstances that could result in the investment agreement being terminated or the transactions not being completed on the terms
reflected in the investment agreement, or at all, and uncertainties as to the timing of the consummation of the transactions; the ability
of each party to consummate the transactions; and other risks detailed in the Company’s filings with the Securities and Exchange
Commission (“SEC”), including the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2024.
All information provided in this press release is as of the date hereof, and the Company undertakes no duty to update this information
unless required by law. These forward-looking statements should not be relied upon as representing the Company’s assessment as of
any date subsequent to the date of this press release.
Additional Information and Where to Find It
The Company, its directors and certain executive
officers are participants in the solicitation of proxies from stockholders in connection with a special meeting (the “Special Meeting”)
to approve a proposal to issue a portion of the securities contemplated by the transactions described herein. The Company plans to file
a proxy statement (the “Special Meeting Proxy Statement”) with the SEC in connection with the solicitation of proxies for
the Special Meeting. Additional information regarding such participants, including their direct or indirect interests, by security holdings
or otherwise, will be included in the Special Meeting Proxy Statement and other relevant documents to be filed with the SEC in connection
with the Special Meeting. Information relating to the foregoing can also be found in the Company’s proxy statement for the 2024
annual meeting of stockholders as filed with the SEC (the “2024 Proxy Statement”). To the extent that such participants’
holdings of the Company’s securities have changed since the amounts set forth in the 2024 Proxy Statement, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4s filed with the SEC.
Promptly after filing the definitive Special Meeting
Proxy Statement with the SEC, the Company will mail the definitive Special Meeting Proxy Statement and related proxy card to each stockholder
entitled to vote at the Special Meeting. STOCKHOLDERS ARE URGED TO READ THE SPECIAL MEETING PROXY STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Special Meeting
Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection
with the Special Meeting at the SEC’s website (http://www.sec.gov). Copies of the Company’s definitive Special Meeting Proxy
Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with
the Special Meeting will also be available, free of charge, at the Company’s investor relations website (https://investor.inspirato.com/)
or by writing to the Company at Inspirato Incorporated, 1544 Wazee Street, Denver, Colorado 80202, Attention: Investor Relations.
Contacts:
Investor Relations:
ir@inspirato.com
| Media Relations: |
|
| Inspirato |
communications@inspirato.com |
| |
|
| One Planet Group |
pr@oneplanetgroup.com |
Exhibit 99.2
I am thrilled to introduce
myself as the incoming CEO & Chairman of the Board at Inspirato.
Read the full update | View online
Dear Inspirato Members,
Following the press
release issued earlier today, I am thrilled
to introduce myself as the incoming CEO & Chairman of the Board at Inspirato. The investment from One Planet Group marks a significant
milestone that not only strengthens our financial base but also boosts our ability to provide you with unparalleled experiences, ensuring
that your time with loved ones continues to be memorable and deeply fulfilling.
Exhibit 99.3
Dear Inspirato Team,
I am writing to let you know that we just issued a press release announcing
two major developments at Inspirato:
| · | A $10 million investment in the company. |
| · | The appointment of a new CEO and Chairman of the Board. |
Read the press release here. [link to unique URL with the release]
We usually aim to give you advance notice of announcements like these.
However, due to a combination of timing factors, we had to issue the press release first this time. I want to make sure you're fully informed
and offer some context.
$10 Million Investment in Inspirato
As many of you know, we have been working to strengthen Inspirato’s
liquidity and improve our capital structure. I am pleased to share that One Planet Group LLC has entered into an agreement to invest $10
million into the company, which will make it our largest shareholder. For those of you not familiar with One Planet Group, it is a closely
held private equity firm with a mission to support strong business ideas while building an ethos that helps improve society and give back
to communities.
Read more about One Planet Group here.
New CEO and Chairman of the Board
With this investment, the founder of One Planet Group, Payam Zamani,
will join Inspirato as our new CEO and Chairman of the Board. Payam is an extraordinary leader and visionary with a remarkable business
track record and inspiring personal story. I had the privilege of working with him earlier in my career, where I saw firsthand the exceptional
energy and, he brings to any organization. Importantly, Payam shares our member-centric approach and is ideally suited to take Inspirato
and everything we stand for to new heights. To introduce himself and share some initial thoughts, Payam will be sending emails to all
employees and our members today.
Read more about Payam here.
All-Employee Town Hall Meetings
I recognize that between yesterday’s employee reduction in force
and today’s announcements - this is a lot to digest. Payam, Robert and I will be hosting an Empoyee Town Hall Meeting on Wednesday
at 10:30am MT to provide more information and answer questions. If you are in Denver, please join us in the office on Wednesday to meet
Payam.
Thank You
This is undoubtedly a challenging time, full of mixed emotions. We
are saying goodbye to valued colleagues and at the same time, we are starting a new chapter at Inspirato. We will all need to process
this juxtaposition in our own way. For my part, let me just say – I am enormously grateful to you all. And I remain committed to
working with you to make Inspirato the very best it can be.
Thank you for all you do.
David
David S. Kallery
President
o: 720.370.2515
m: 415.577.1889
e: dk@inspirato.com
www.inspirato.com
The way you travel sets you apart. Our Club
brings you together. Learn more about Inspirato Club membership.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the future financial or operating
performance of Inspirato (the “Company”). In some cases, you can identify forward-looking statements because they contain
words such as “believe,” “may,” “will,” “estimate,” “potential,” “continue,”
“anticipate,” “intend,” “expect,” “could,” “would,” “project,”
“forecast,” “plan,” “intend,” “target,” or the negative of these words or other similar
expressions that concern the Company’s expectations, strategy, priorities, plans, or intentions. Forward-looking statements in this
release include, but are not limited to, the Company’s ability to consummate the transactions described herein and satisfy applicable
closing conditions, including stockholder approval, where applicable. The Company’s expectations and beliefs regarding these matters
may not materialize, and actual results in future periods are subject to risks and uncertainties, including changes in the Company’s
plans or assumptions, that could cause actual results to differ materially from those projected. These risks include the risk of the Company’s
stockholders not approving the transactions, the occurrence of any event, change or other circumstances that could result in the definitive
investment agreement being terminated or the transactions not being completed on the terms reflected in the investment agreement, or at
all, and uncertainties as to the timing of the consummation of the transactions; the ability of each party to consummate the transactions;
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 filed with the SEC on March 12, 2024. All information provided in this communication
is as of the date hereof, and the Company undertakes no duty to update this information unless required by law. These forward-looking
statements should not be relied upon as representing the Company’s assessment as of any date subsequent to the date of this communication.
Additional Information and Where to Find It
The Company, its directors and certain executive officers are participants
in the solicitation of proxies from stockholders in connection with a special meeting (the “Special Meeting”) to approve a
proposal to issue a portion of the securities contemplated by the transactions described herein. The Company plans to file a proxy statement
(the “Special Meeting Proxy Statement”) with the SEC in connection with the solicitation of proxies for the Special Meeting.
Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will
be included in the Special Meeting Proxy Statement and other relevant documents to be filed with the SEC in connection with the Special
Meeting. Information relating to the foregoing can also be found in the Company’s proxy statement for the 2024 annual meeting of
stockholders as filed with the SEC (the “2024 Proxy Statement”). To the extent that such participants’ holdings of the
Company’s securities have changed since the amounts set forth in the 2024 Proxy Statement, such changes have been or will be reflected
on Statements of Change in Ownership on Form 4s filed with the SEC.
Promptly after filing the definitive Special Meeting Proxy Statement
with the SEC, the Company will mail the definitive Special Meeting Proxy Statement and related proxy card to each stockholder entitled
to vote at the Special Meeting. STOCKHOLDERS ARE URGED TO READ THE SPECIAL MEETING PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Special Meeting Proxy
Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with
the Special Meeting at the SEC’s website (http://www.sec.gov). Copies of the Company’s definitive Special Meeting
Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection
with the Special Meeting will also be available, free of charge, at the Company’s investor relations website (https://investor.inspirato.com/)
or by writing to the Company at Inspirato Incorporated, 1544 Wazee Street, Denver, Colorado 80202, Attention: Investor Relations.
Exhibit 99.4
Dear Inspirato Team,
Following our recent public announcements, I am excited
and deeply honored to introduce myself as your new CEO & Chairman of the Board at Inspirato. We are entering a transformative
period filled with both significant changes and promising opportunities.
The investment from One Planet Group is a testament to the faith in
our potential and provides a strong foundation for sustainable growth and innovation. As we navigate these changes, including the difficult
decision to reduce our workforce, I am deeply committed to supporting everyone affected. My approach to leadership, deeply rooted
in the principles of spiritual capitalism as detailed in my memoir, Crossing the Desert, is profoundly influenced by timeless
spiritual values. These values of leading with love, innovation with intention, and work offered in the spirit of service to our fellow
humans align closely with the ethos of Inspirato!
I understand the challenges that accompany change, and I am here to
support each of you as we navigate this transition together. As we move forward, it’s vital to remain focused on our commitment
to serving our members effectively, ensuring their satisfaction and continuing to drive revenue retention. We will strive to maintain
a workplace that values collaboration and respect, where every voice is heard, and every contribution is crucial to our collective success
and the outstanding service we provide to our customers.
I look forward to connecting with you during the upcoming Town Hall,
learning from you, and achieving our shared goals. Together, we will chart a course towards a thriving and prosperous future for all members
of the Inspirato family.
(payam’s signature image)
Forward-Looking Statements
This communication contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the future
financial or operating performance of Inspirato (the “Company”). In some cases, you can identify forward-looking statements
because they contain words such as “believe,” “may,” “will,” “estimate,” “potential,”
“continue,” “anticipate,” “intend,” “expect,” “could,” “would,”
“project,” “forecast,” “plan,” “intend,” “target,” or the negative of these
words or other similar expressions that concern the Company’s expectations, strategy, priorities, plans, or intentions. Forward-looking
statements in this release include, but are not limited to, the Company’s ability to consummate the transactions described herein
and satisfy applicable closing conditions, including stockholder approval, where applicable. The Company’s expectations and beliefs
regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties, including changes
in the Company’s plans or assumptions, that could cause actual results to differ materially from those projected. These risks include
the risk of the Company’s stockholders not approving the transactions, the occurrence of any event, change or other circumstances
that could result in the definitive investment agreement being terminated or the transactions not being completed on the terms reflected
in the investment agreement, or at all, and uncertainties as to the timing of the consummation of the transactions; the ability of each
party to consummate the transactions; 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 filed with the SEC on March 12, 2024. All
information provided in this communication is as of the date hereof, and the Company undertakes no duty to update this information unless
required by law. These forward-looking statements should not be relied upon as representing the Company’s assessment as of any date
subsequent to the date of this communication.
Additional Information and Where to Find It
The Company, its directors and certain executive officers
are participants in the solicitation of proxies from stockholders in connection with a special meeting (the “Special Meeting”)
to approve a proposal to issue a portion of the securities contemplated by the transactions described herein. The Company plans to file
a proxy statement (the “Special Meeting Proxy Statement”) with the SEC in connection with the solicitation of proxies for
the Special Meeting. Additional information regarding such participants, including their direct or indirect interests, by security holdings
or otherwise, will be included in the Special Meeting Proxy Statement and other relevant documents to be filed with the SEC in connection
with the Special Meeting. Information relating to the foregoing can also be found in the Company’s proxy statement for the 2024
annual meeting of stockholders as filed with the SEC (the “2024 Proxy Statement”). To the extent that such participants’
holdings of the Company’s securities have changed since the amounts set forth in the 2024 Proxy Statement, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4s filed with the SEC.
Promptly after filing the definitive
Special Meeting Proxy Statement with the SEC, the Company will mail the definitive Special Meeting Proxy Statement and related proxy
card to each stockholder entitled to vote at the Special Meeting. STOCKHOLDERS ARE URGED TO READ THE SPECIAL MEETING PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive
versions of the Special Meeting Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the
Company with the SEC in connection with the Special Meeting at the SEC’s website (http://www.sec.gov).
Copies of the Company’s definitive Special Meeting Proxy Statement, any amendments or supplements thereto, and any other relevant
documents filed by the Company with the SEC in connection with the Special Meeting will also be available, free of charge, at the Company’s
investor relations website (https://investor.inspirato.com/) or by writing to the Company
at Inspirato Incorporated, 1544 Wazee Street, Denver, Colorado 80202, Attention: Investor Relations.
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