Current Report Filing (8-k)
May 08 2023 - 4:39PM
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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):
May 3, 2023
Inspirato Incorporated
(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) |
(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
filing 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 (17 CFR 230.425) |
¨ |
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 (§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 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.
Item 2.02. Results of Operations and Financial
Condition.
On May 8, 2023, Inspirato
Incorporated (“Inspirato” or the “Company”) issued a press release announcing its
financial results for the quarter ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this current
report on Form 8-K and is incorporated by reference herein.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On May 3, 2023, the Company received a notice from The Nasdaq Stock
Market (“Nasdaq”) that the Company is not in compliance with Nasdaq’s Listing Rule 5450(a)(1), because the minimum bid
price of the Company’s Class A common stock has been below $1.00 per share for 30 consecutive business days (the “Notice”).
The Notice has no immediate effect on the listing or trading of the Company’s Class A common stock or warrants on The Nasdaq Global
Market.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has
180 calendar days, or until October 30, 2023, to regain compliance with the minimum bid price requirement. To regain compliance, the closing
bid price of the Company’s Class A common stock must be at least $1.00 per share for a minimum of ten consecutive business days
during this 180-calendar day grace period, unless Nasdaq exercises its discretion to extend this ten-day period. In the event the Company
does not regain compliance with the minimum bid price requirement by October 30, 2023, the Company may be eligible for an additional 180
calendar day compliance period if it elects to transfer to The Nasdaq Capital Market. To qualify, the Company would be required to meet
the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital
Market, with the exception of the minimum bid price requirement, and would need to provide written notice of its intention to cure the
bid price deficiency during the second compliance period. However, if it appears to Nasdaq’s staff that the Company will not be
able to cure the deficiency or if the Company is otherwise not eligible, or if the Company’s Class A common stock has a closing
bid price of $0.10 or less for ten consecutive trading days during any such compliance period, Nasdaq would notify the Company that its
securities would be subject to delisting. The Company may appeal any such determination to delist its securities, but there can be no
assurance that any such appeal would be successful.
The Company intends to monitor the closing bid price of its stock and
assess potential actions to regain compliance with Nasdaq’s Listing Rule 5450(a)(1), including by proposing a reverse stock split
for stockholder approval, if necessary. There can be no assurance that the Company will regain compliance with Nasdaq’s Listing
Rule 5450(a)(1) or will otherwise be in compliance with the other Nasdaq listing requirements.
Item 7.01. Regulation FD Disclosure.
Inspirato announces material
information to the public about Inspirato, its products and services, and other matters through a variety of means, including filings
with the Securities and Exchange Commission, press releases, public conference calls, webcasts, the investor relations section of its
website (https://investor.inspirato.com), its blog (https://www.inspirato.com/details) and its Twitter account (@inspirato) in order to
achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation
FD.
The information in Item
2.02 and Item 7.01 of this Current Report on Form 8-K, and Exhibit 99.1 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, or the Exchange
Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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 |
Dated: May 8, 2023 |
|
|
By: |
/s/ Robert Kaiden |
|
|
Name: Robert Kaiden |
|
|
Title: Chief Financial Officer |
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