ispo-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-39791

INSPIRATO INCORPORATED

(Exact Name of Registrant as Specified in its Charter)


Delaware			85-2426959
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
1544 Wazee Street Denver, CO			80202
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (303) 586-7771

Not applicable

(Former name, former address, and former fiscal year, if changed since last report)

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 Global Market

Warrants, each whole warrant exercisable for 0.05 shares of Class A Common Stock at an exercise price of $230.00 per share

ISPOW

The Nasdaq Global Market

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 Act of 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 to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 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 such files). Yes x No o

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 “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of April 30, 2025, the registrant had outstanding 12,440,577 shares of Class A Common Stock, no shares of Class V Common Stock, no shares of Class B Common Stock and 8,624,792 Warrants.

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		Page

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Income	5
	Condensed Consolidated Statements of Equity (Deficit)	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39

PART II.	OTHER INFORMATION	41
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42

SIGNATURES		43

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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 27A of 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 are not limited to, statements regarding our and our management team’s hopes, beliefs, intentions or strategies regarding the future or future events or our future financial or operating performance. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-Q may include, for example, statements about:

•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 and plans;

•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 our destination 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 actions we may take in response to them;

•Expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups 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 and inflation;

•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 the capital 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 not limited 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

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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 Analysis of Financial Condition and Results of Operations in Part I, Item 2 of this Form 10-Q and in Part II, Item 7 of our Form 10-K and those discussed in other documents we file with the SEC.

Should one or more of the risks or uncertainties described herein or in any other documents we file with the SEC occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

Investors should consider the risks and uncertainties described herein and should not place undue reliance on any forward-looking statements. We do not undertake, and specifically disclaim, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Form 10-Q and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

INSPIRATO INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value, unaudited)


	March 31, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	16,445	$	21,845
Restricted cash	13,018		13,160
Accounts receivable, net	3,130		3,767
Accounts receivable, net – related parties	—		883
Prepaid member travel	17,964		13,663
Prepaid expenses	2,730		3,116
Other current assets	1,804		1,949
Total current assets	55,091		58,383
Right-of-use assets	177,189		175,228
Goodwill	21,233		21,233
Property and equipment, net	11,991		14,079
Other noncurrent assets	4,626		4,962
Total assets	$	270,130	$	273,885

Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	23,973	$	23,021
Accounts payable and accrued liabilities - related parties	94		—
Deferred revenue	120,686		135,347
Lease liabilities	55,321		53,488
Total current liabilities	200,074		211,856
Deferred revenue, noncurrent	38,407		36,147
Lease liabilities, noncurrent	131,212		130,239
Convertible note	22,401		22,336
Other noncurrent liabilities	3,191		3,159
Total liabilities	395,285		403,737

Commitments and contingencies (Note 14)

Equity (Deficit)
Class A Common Stock, par value $0.0001 per share, 50,000 shares authorized, 12,441 and 11,763 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	1		1
Class B Common Stock, par value $0.0001 per share, 5,000 shares authorized, no shares issued or outstanding as of March 31, 2025 and December 31, 2024	—		—
Class V Common Stock, $0.0001 par value per share, 25,000 shares authorized, no shares issued or outstanding as of March 31, 2025 and December 31, 2024	—		—
Preferred Stock, par value $0.0001 per share, 5,000 shares authorized, no shares issued or outstanding as of March 31, 2025 and December 31, 2024	—		—
Additional paid-in capital	164,398		161,323
Accumulated deficit	(289,554)		(291,176)
Total equity (deficit)	(125,155)		(129,852)
Total liabilities and equity (deficit)	$	270,130	$	273,885

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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INSPIRATO INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except per share amounts, unaudited)


	Three Months Ended March 31,
		2025		2024
Revenue		$	65,889	$	80,245
Cost of revenue		40,344		48,524
Gross margin		25,545		31,721
General and administrative		11,386		14,649
Sales and marketing		5,007		8,726
Operations		5,230		7,023
Technology and development		1,287		2,050
Depreciation and amortization		1,004		1,001
Interest expense, net		466		323
Gain on fair value instruments		(487)		(4,149)
Other income, net		(7)		(295)
Income and comprehensive income before income taxes		1,659		2,393
Income tax expense		37		144
Net income and comprehensive income		1,622		2,249
Net (income) and comprehensive (income) attributable to noncontrolling interests		—		(986)
Net income and comprehensive income attributable to Inspirato Incorporated		$	1,622	$	1,263

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share
Basic net income attributable to Inspirato Incorporated per Class A share		$	0.14	$	0.35
Diluted net income (loss) attributable to Inspirato Incorporated per Class A share		$	0.12	$	(0.18)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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INSPIRATO INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(in thousands, unaudited)


							Additional
	Class A Common Stock			Class V Common Stock			Paid-in		Accumulated		Noncontrolling
	Shares	Value		Shares	Value		Capital		Deficit		Interests		Total
Balance as of January 1, 2024	3,537	$	7	2,907	$	6	$	255,527	$	(285,782)	$	(124,456)	$	(154,698)
Net income and comprehensive income	—	—		—	—		—		1,263		986		2,249
Equity-based compensation	—	—		—	—		2,878		—		—		2,878
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes	103	—		—	—		(276)		—		—		(276)
Issuance of Class A shares upon conversion of Class V shares	36	—		(36)	—		(1,091)		—		1,091		—
Balance as of March 31, 2024	3,676	$	7	2,871	$	6	$	257,038	$	(284,519)	$	(122,379)	$	(149,847)











Balance as of January 1, 2025	11,763	$	1	—	$	—	$	161,323	$	(291,176)	$	—	$	(129,852)
Net income and comprehensive income	—	—		—	—		—		1,622		—		1,622
Equity-based compensation	—	—		—	—		1,075		—		—		1,075
Issuance of common stock upon vesting of restricted stock units	95	—		—	—		—		—		—		—
Issuance of common stock upon exercise of warrants	583	—		—	—		2,000		—		—		2,000
Balance as of March 31, 2025	12,441	$	1	—	$	—	$	164,398	$	(289,554)	$	—	$	(125,155)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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INSPIRATO INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)


	Three months ended March 31,
	2025		2024
Cash flows from operating activities:
Net income	$	1,622	$	2,249
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	2,890		2,628
Loss on disposal of fixed assets	37		129
Gain on fair value instruments	(487)		(4,149)
Paid-in-kind interest	552		510
Equity‑based compensation	1,075		2,878
Amortization of right-of-use assets	14,652		14,096
Changes in operating assets and liabilities:
Accounts receivable, net	1,520		1,068
Accounts receivable, net – related parties	—		(198)
Prepaid member travel	(4,301)		1,707
Prepaid expenses	386		1,797
Other assets	194		153
Accounts payable and accrued liabilities	1,315		(861)
Accounts payable and accrued liabilities - related parties	94		—
Deferred revenue	(12,401)		(14,641)
Lease liabilities	(13,807)		(14,921)
Other liabilities	32		353
Net cash used in operating activities	(6,627)		(7,202)

Cash flows from investing activities:
Purchase of property and equipment	(863)		(1,266)
Development of internal-use software	(52)		(236)

SEC Form 10-Q filed by Inspirato Incorporated