UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 14, 2022, Inspirato Incorporated (the “Company”) received written notice (the “Notice”) from the Staff of the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Staff has determined that the Company has not complied with the requirements of IM-5101-2 because (i) the Company has not demonstrated that its Class A common stock complies with the minimum 400 Round Lot Holder requirement in Listing Rule 5405(a)(3) (the “Round Lot Holder Requirement”) and (ii) the Company’s warrants do not qualify for initial listing since the security underlying the warrant, the Company’s Class A common stock, does not qualify. The Notice indicated that Company’s Class A common stock and warrants will be suspended from Nasdaq on February 24, 2022 and a Form 25-NSE will be filed with the Securities and Exchange Commission unless the Company requests a hearing before a Hearings Panel (the “Panel”) by February 22, 2022. The Company intends to timely request the aforementioned hearing with the Panel and appeal Nasdaq’s determination, which request will stay the suspension of the Company’s Class A common stock and warrants and the filing by Nasdaq of a Form 25-NSE pending the Panel’s decision.
The Company is working diligently to satisfy the Round Lot Holder Requirement and believes that it will be able to demonstrate that its Class A common stock complies with the Round Lot Holder Requirement prior to the hearing date, which has not yet been scheduled. However, the Company currently has a small public float and there can be no assurance that the Company will be able to satisfy the Round Lot Holder Requirement prior to the hearing date or at all.
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 18, 2022 | ||||||
| By: | /s/ R. Webster Neighbor | |||||
| Name: R. Webster Neighbor Title: Chief Financial Officer | ||||||