Current Report Filing (8-k)
February 13 2023 - 5:25PM
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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):
February 9, 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 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 8.01 Other Events.
The Board of Directors (the “Board”)
of Inspirato Incorporated (the “Company”) has scheduled its annual meeting of stockholders (the “Annual Meeting”)
for May 18, 2023. Because the Company did not hold an annual meeting of stockholders in 2022, the Company has set a deadline of February 23,
2023 for the receipt of any stockholder proposals for inclusion in the proxy materials to be distributed in connection with the Annual
Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which the
Company believes to be a reasonable time before it expects to begin to print and distribute its proxy materials for the Annual Meeting.
Any Exchange Act Rule 14a-8 proposal received after this date will be considered untimely. Stockholders should send any such proposal
to Inspirato Incorporated, Attn: General Counsel, 1544 Wazee Street Denver, CO 80202, and any proposal must comply with all applicable
requirements set forth in the rules and regulations of the Securities and Exchange Commission, including Exchange Act Rule 14a-8,
in order to be eligible for inclusion in the Company’s proxy materials for the Annual Meeting.
Pursuant to the Company’s amended and restated
bylaws (the “Bylaws”), any stockholder seeking to raise a proposal outside the processes of Exchange Act Rule 14a-8 or
make a nomination for consideration at the Annual Meeting, but not included in the proxy materials for the Annual Meeting, must comply
with the requirements of the Bylaws, including by delivering notice of their proposal or nomination to Inspirato Incorporated, Attn: General
Counsel, 1544 Wazee Street Denver, CO 80202, no later than 5:00 p.m., Mountain time, on February 23, 2023. Any proposal or nomination
received after such date will be considered untimely and will not be considered at the Annual Meeting.
An adjournment, rescheduling or postponement of the
Annual Meeting date, or any announcement of such action, will not commence a new time period (or extend any time period) for giving such
notice under the Bylaws or submitting a proposal pursuant to Exchange Act Rule 14a-8.
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.
|
Inspirato
Incorporated |
Dated: February 13, 2023 |
|
|
By: |
/s/ R. Webster Neighbor |
|
|
Name: R. Webster Neighbor |
|
|
Title: Chief Financial Officer |
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