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 9, 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 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 8.01 Other Events.

On March 9, 2022, Inspirato Incorporated (the “Company”), received a letter from the Staff of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it had regained compliance with Nasdaq Listing Rule IM-5101-2 and that the Company is in compliance with the Nasdaq Global Market’s requirements. Consequently, the scheduled hearing before the Nasdaq Hearings Panel (the “Panel”) on March 31, 2022, has been cancelled. The Company’s Class A common stock continues to trade on Nasdaq under the symbol “ISPO” and the Company’s warrants continue to trade on Nasdaq under the symbol “ISPOW.”

As disclosed in the Company’s Form 8-K filed on February 18, 2022, the Company was previously notified by Nasdaq that the Company had not complied with the requirements of Nasdaq IM-5101-2 because (i) the Company had not demonstrated that its Class A common stock complied with the minimum 400 Round Lot Holder requirement in Listing Rule 5405(a)(3) and (ii) the Company’s warrants did not qualify for initial listing since the security underlying the warrant, the Class A common stock, did not qualify. The Company thereafter requested an appeal of Nasdaq’s determination and a hearing with the Panel.

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 9, 2022
				By:		/s/ R. Webster Neighbor
						Name: R. Webster Neighbor
						Title: Chief Financial Officer