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): March 22, 2024

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 ☒

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 March 22, 2024, Robert Kaiden and the Company entered into an Executive Employment Agreement to replace Mr. Kaiden’s offer letter in outlining the terms of his employment and compensation as Chief Financial Officer. Mr. Kaiden’s Executive Employment Agreement replaces and supersedes his offer letter. The terms of Mr. Kaiden’s employment agreement are substantially the same as those in the offer letter, other than the following material changes.

•The Executive Employment Agreement defines terms not previously defined in Mr. Kaiden’s offer letter, such as termination for cause.

•Mr. Kaiden’s performance-based annual equity grant is specified at a target value of $1,575,000.

•If Mr. Kaiden’s employment is terminated without cause, including in the event of a change in control of the Company, 100% of Mr. Kaiden’s unvested equity will vest.

The foregoing description of Mr. Kaiden’s Executive Employment Agreement is qualified in its entirety by reference to the full text of the Kaiden Executive Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit	No.	Description
10.1		Robert Kaiden Executive Employment, signed as of March 22, 2024.

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: March 28, 2024	By:	/s/ Eric Grosse
		Name: Eric Grosse
		Title: Chief Executive Officer

Inspirato Incorporated filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits