Primary
Offering of
69,780,665
Shares of Class A Common Stock Issuable Upon the Exchange of New Common Units and Class V Common Stock
Secondary
Offering of
94,278,420
Shares of Class A Common Stock
This
prospectus supplement supplements the prospectus, dated May 9, 2022 (the “Prospectus”), which forms a part of our registration
statement on Form S-1 (No. 333-264598). This prospectus supplement is being filed to update and supplement the information in the Prospectus
with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2022
(the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The
Prospectus and this prospectus supplement relate to the issuance by us of up to 69,780,665 shares of Inspirato Class A common stock,
par value $0.0001 per share (“Class A Common Stock”) issuable upon the exchange of an equal number of New Common Units
(as defined in the Prospectus) and Inspirato Class V common stock, par value $0.0001 per share (“Class V Common Stock”)
held by Continuing Inspirato Members (as defined in the Prospectus). In addition, the Prospectus and this prospectus supplement relate
to the resale by the selling securityholders named in the Prospectus (or their permitted transferees) of up to 94,278,420 shares of Class A
Common Stock (including (i) 30,393,285 shares issued to the Blocker Shareholders (as defined in the Prospectus) in connection with
the Business Combination (as defined in the Prospectus), (ii) 2,747,500 Founder Shares (as defined in the Prospectus), (iii) 60,647,438
shares issuable upon the exchange of New Common Units and Class V Common Stock held by certain Continuing Inspirato Members, and
(iv) 490,197 shares held by the Sponsor (as defined in the Prospectus)).
Our
Class A Common Stock is currently listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “ISPO.” On December
16, 2022, the last reported sales price of our Class A Common stock was $1.41 per share.
This
prospectus supplement should be read in conjunction with the Prospectus and is not complete without, and may not be delivered or utilized
except in connection with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement is qualified by
reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus
supplement updates and supersedes the information contained therein. If there is any inconsistency between the information in the Prospectus
and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing
in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks
of investing in our securities in “Risk Factors” beginning on page 6 of the Prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus
Supplement dated December 19, 2022.
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):
November 8, 2022
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 |
¨ |
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).
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 4.02 Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed Interim Review.
On November 8, 2022, the
Audit Committee (the “Audit Committee”) of the Board of Directors of Inspirato Incorporated (the “Company”)
concluded, after discussion with the Company’s management, that the Company’s unaudited condensed consolidated financial
statements as of and for the quarterly periods ended March 31, 2022 and June 30, 2022 (collectively, the “Non-Reliance
Periods”) included in the Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the
“SEC”) for the Non-Reliance Periods, should no longer be relied upon. This is due to the incorrect application of
Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (“ASC 842”) with respect to the assessment of
right-of-use assets and liabilities, resulting in an understatement of both right-of-use assets and total lease liabilities of
approximately 9% for each of the Non-Reliance Periods resulting in an understatement of total assets and total liabilities by
approximately 5% for each of the Non-Reliance periods, and due to property-related and other expenses being under accrued in the
first quarter, and over accrued in the second quarter, resulting in cost of revenue being understated by approximately 1% and
overstated by approximately 5% in the first and second quarter, respectively. Similarly, any previously issued or filed reports,
press releases, earnings releases, and investor presentations or other communications describing the Company’s condensed
consolidated unaudited financial statements and other related financial information covering the Non-Reliance Periods should no
longer be relied upon.
The incorrect application and assessments pursuant to ASC 842 did not have a material impact on the Company's results of operations and
had no impact on the Company's revenues or operating cash flows for each of the Non-Reliance Periods.
The Company intends to restate
the unaudited condensed consolidated financial statements for the Non-Reliance Periods as soon as practicable by filing amended Quarterly
Reports on Form 10-Q for the Non-Reliance Periods. Accordingly, investors and others should rely only on financial information and other
disclosures regarding the Non-Reliance Periods once the Company restates its unaudited condensed consolidated financial statements for
the Non-Reliance Periods.
The above referenced misstatements
are preliminary, unaudited and subject to further change in connection with the completion of the amended Quarterly Reports on Form 10-Q/A
for the Non-Reliance Periods to be filed with the SEC.
The Audit Committee and management
have discussed the matters disclosed in this Current Report on Form 8-K with the Company’s independent registered public accounting
firm, BDO USA LLP.
In connection with the restatements
discussed above, the Company’s management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures
as of March 31, 2022 and June 30, 2022 and based on that evaluation, the Company’s management has concluded its disclosure controls
and procedures remained ineffective due to the unremediated material weaknesses previously disclosed in Item 4 “Controls and Procedures”
in the Company’s Quarterly Reports on Form 10-Q filed with the SEC for the Non-Reliance Periods. Management is developing a remediation
plan for the material weaknesses.