Inspirato Inc-2025年度季度报告

FORM10-Q Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. As of April30, 2025, the registrant had outstanding12,440,577shares of Class A Common Stock,noshares of Class V Common Stock,noshares of Class B Common Stock and8,624,792Warrants. SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements within the meaning of Section 27Aof the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended(the “Exchange Act”), which statements involve substantial risks and uncertainties. Our forward-looking statements include, but arenot limited to, statements regarding our and our management team’s hopes, beliefs, intentions or strategies regarding the future orfuture events or our future financial or operating performance. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” •Our partnership with Capital One Services, LLC (“Capital One”); •Our ability to service our outstanding indebtedness and satisfy related covenants; •The impact of changes to our executive management team;•Our ability to comply with the continued listing standards of Nasdaq and the continued listing of our securities on Nasdaq;•Changes in our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects andplans; •The implementation, market acceptance and success of our business model, growth strategy and new products; •Our expectations and forecasts with respect to the size and growth of the travel and hospitality industry; •The ability of our services to meet members’ needs; •Our ability to compete with others in the luxury travel and hospitality industry;•Our ability to attract and retain qualified employees and management; •Our ability to adapt to changes in consumer preferences, perception and spending habits and develop and expand ourdestination or other product offerings and gain market acceptance of our services, including in new geographic areas; •Our ability to develop and maintain our brand and reputation; •Developments and projections relating to our competitors and our industry; •The impact of natural disasters, acts of war, terrorism, widespread global pandemics or illness on our business and the actionswe may take in response to them; •Expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our BusinessStartups Act of 2012 (the “JOBS Act”); •Our future capital requirements and sources and uses of cash; •The impact of our reductions in workforce on our expenses; •The impact of market conditions on our financial condition and operations, including fluctuations in interest rates andinflation; •Our ability to obtain funding for our operations and future growth; •Our ability to generate positive cash flow from operations, achieve profitability, and obtain additional financing or access thecapital markets to manage our liquidity; •The impact on our liquidity of the obligations in our contractual agreements, including covenants therein;•The impact of the One Planet Group LLC investment agreement and financing; and•Our business, expansion plans and opportunities and other strategic alternatives that we may consider, including, but notlimited to, mergers, acquisitions, investments, divestitures, and joint ventures. We caution you that the foregoing list does not contain all of the forward-looking statements made in this Form 10-Q.Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee future Table of Contents results, events, levels of activity, performance or achievements. Actual results are subject to numerous risks and uncertainties,including those related to the factors described above and as detailed in Part I, Item 1A of our most recent Annual Report on Form 10-K (“Form 10-K”) filed with the Securities and Exchange Commission (“SEC”), those discussed in Management’s Discussion and