DENVER, Sept. 29, 2025 (GLOBE NEWSWIRE) -- Inspirato Incorporated (“Inspirato” or the “Company”) (Nasdaq: ISPO), the premier luxury vacation club and property technology company, today reaffirmed its independent strategy following recent unsolicited interest in acquiring the Company. After careful review, the Board of Directors determined that pursuing such a transaction is not in the best interests of the Company, its shareholders, members, or employees. A Strengthened FoundationOver the past 14 months, In ...

A rare opportunity to witness an iconic tennis tournament with luxury accommodations and curated accessDENVER, Sept. 23, 2025 (GLOBE NEWSWIRE) -- Inspirato Incorporated (“Inspirato” or the “Company”) (Nasdaq: ISPO), the premier luxury vacation club and property technology company, announced the Inspirato Wimbledon 2026 experience, a once-in-a-lifetime opportunity to attend the oldest and most prestigious tennis tournament in the world in true Inspirato style. From July 9-13, 2026, Inspirato members will ex ...

Core Viewpoint - Inspirato Incorporated and Buyerlink have mutually agreed to terminate their merger agreement, allowing Inspirato to continue operating independently without any termination fee [1][2]. Group 1: Company Overview - Inspirato is a luxury vacation club and property technology company that offers curated vacation options, including exclusive luxury vacation homes and accommodations at five-star hotels [4]. - The company emphasizes service, certainty, and value for discerning travelers, aiming to enhance the member experience and streamline operations [4][3]. Group 2: Strategic Decision - The decision to remain independent was influenced by shareholder perspectives and reflects Inspirato's confidence in its brand strength and future growth potential [2]. - Inspirato's leadership believes that the company has made significant progress over the past year, reinforcing its position in the luxury travel market [2][3]. Group 3: Leadership Statements - Ann Payne, Inspirato's Lead Independent Director, stated that the board is committed to maximizing shareholder value and will continue to explore strategic alternatives [2]. - Payam Zamani, Chairman and CEO, expressed confidence in the company's future and the strides made in enhancing member experiences and operational efficiency [3].

Core Viewpoint - Inspirato Incorporated has announced a financing plan of approximately $22 million through a combination of senior secured debt, junior debt, and preferred equity to facilitate the merger with Buyerlink and retire existing senior secured convertible notes [1][2][3] Financing Details - The financing will consist of $10 million in senior secured debt at an interest rate of 7% per annum, $5 million in junior debt at 20% per annum, and $7.3 million of preferred equity [7] - The capital raised will primarily be used to refinance a $20 million Senior Secured Convertible Note issued to Capital One in August 2023, which will be terminated as part of this transaction [2] Strategic Implications - The new capital structure is expected to enhance operational flexibility and profitability for the combined company post-merger, allowing for investment in key growth initiatives [3] - The combined entity is anticipated to maintain a prudent level of leverage in terms of debt-to-EBITDA following the financing and merger [2]

Summary of Inspirato (ISPO) Conference Call Company Overview - **Company Name**: Inspirato Incorporated - **Ticker Symbol**: ISPO - **Industry**: Luxury vacation club and property technology - **Business Model**: Provides access to a portfolio of curated luxury vacation options through a membership model - **Recent Development**: Announced a reverse merger with Buyerlink to create a diversified consumer-focused marketplace platform [1][2] Key Points from the Conference Call Company Performance and Strategy - Inspirato operates approximately 325 luxury homes across North America, the Caribbean, Mexico, and Europe, available in over 170 destinations [5] - The company has a net promoter score (NPS) of over 70, outperforming Four Seasons [6] - Membership base consists of 11,000 members, with an average spending of $1,800 per night [7][39] - Revenue guidance for the year is between $235 million to $255 million, with a goal of breakeven [7] - Revenue breakdown: 40% from residences, 40% from subscription dues, 13% from hotels, and 10% from bespoke experiences [7] Membership Options - Three types of memberships: 1. **Pass**: $40,000 per year for access to unmonetized nights 2. **Club**: $15,000 to join, $6,000 annual dues, plus pay-per-night fees 3. **Invited**: $195,000 for ten years of membership with additional benefits [12][13][14] Operational Efficiency - Significant operational improvements have been made, reducing overhead by over $40 million [18] - The company achieved positive EBITDA for the trailing twelve months by the end of Q2 [18] - Focus on transforming the business model from a country club model to a more scalable online marketplace [19][20] Reverse Merger with Buyerlink - The merger aims to create "One Planet Platforms," a new entity that will own multiple online marketplaces, including Inspirato [22][23] - Buyerlink has a strong presence in the automotive and home services sectors, contributing to significant consumer demand [24] - The merger is expected to add $120 million to $130 million in revenue and $30 million in EBITDA, making the combined entity immediately profitable [27][31] - The merger will provide access to capital and technology resources, enhancing growth opportunities [26][28] Market Positioning - Inspirato positions itself as the "Louis Vuitton of luxury travel," targeting wealthy travelers who prefer unique experiences over traditional hotel stays [35] - The company aims to leverage digital marketing to expand its reach beyond the current membership base [20][44] - Plans to implement a freemium model allowing non-members to access the platform, increasing potential revenue streams [42][44] Future Outlook - The company is focused on operational efficiencies and integrating Buyerlink's technology to enhance its marketplace capabilities [47][48] - The goal is to grow the membership base significantly and explore adjacent verticals within luxury travel [25][30] Additional Insights - Inspirato's customer base is less price-sensitive, with members willing to spend significantly on unique travel experiences [39][40] - The company has plans to expand into adjacent verticals such as private travel and yacht services [25] - The merger is seen as a strategic move to unlock shareholder value and create a scalable business model [28][30]

Investors might want to bet on Inspirato Incorporated (ISPO) , as it has been recently upgraded to a Zacks Rank #2 (Buy). This rating change essentially reflects an upward trend in earnings estimates -- one of the most powerful forces impacting stock prices.The sole determinant of the Zacks rating is a company's changing earnings picture. The Zacks Consensus Estimate -- the consensus of EPS estimates from the sell-side analysts covering the stock -- for the current and following years is tracked by the syst ...

Company Overview - Inspirato Incorporated is a luxury vacation club and property technology company listed on Nasdaq under the ticker ISPO [6] - The company offers a portfolio of curated vacation options, including exclusive luxury vacation homes and accommodations at five-star hotels and resorts [6] Upcoming Event - Inspirato is scheduled to present at the 2025 Annual Gateway Conference on September 3 at 10:30 a.m. Pacific Time [2] - The presentation will be webcast live and available for replay, with executives available for one-on-one meetings throughout the conference [2] Conference Details - The Gateway Conference provides a platform for public and private companies to connect with investors, analysts, and partners [3] - Attendees will have access to presentations and one-on-one meetings with senior executives from over 75 companies across various sectors [4]

Core Concept - Inspirato Incorporated has launched the Inspirato Pass, a new luxury travel membership program that offers access to curated luxury homes and personalized services for a fee of $40,000 per year, limited to 2,500 memberships [1][3][4] Membership Details - The Inspirato Pass allows members to travel as often as they like without nightly rates, taxes, or fees, providing a cost-effective alternative to maintaining a second home [5][6] - Pre-sale access for the Inspirato Pass has begun, with only 1,200 memberships remaining available out of the total 2,500, emphasizing exclusivity and personalized service [7] Company Vision - The CEO of Inspirato, Payam Zamani, stated that the Pass is designed to attract a broader customer base and reshape the luxury travel experience, focusing on quality and frequency of travel [4][6] - Inspirato aims to redefine luxury travel by offering a smarter way to experience the world, catering to the needs of today's luxury travelers [6][9]

FORM 10-Q Filing Information [Filing Details](index=1&type=section&id=Filing%20Details) Inspirato Incorporated's Q2 2025 Form 10-Q outlines its non-accelerated filer status and outstanding equity - Filing Type: Quarterly Report on Form 10-Q for the period ended June 30, 2025[2](index=2&type=chunk) - Registrant Status: Non-accelerated filer, smaller reporting company, and emerging growth company[4](index=4&type=chunk) Securities Outstanding | Securities Type | Shares/Warrants Outstanding (as of Aug 11, 2025) | | :---------------- | :--------------------------------------------- | | Class A Common Stock | 12,469,941 | | Warrants | 8,624,792 | Table of Contents Special Note Regarding Forward-Looking Statements [Forward-Looking Statements Disclaimer](index=3&type=section&id=Forward-Looking%20Statements%20Disclaimer) The Form 10-Q contains forward-looking statements subject to substantial risks, cautioning investors against undue reliance - The report contains forward-looking statements regarding future financial and operating performance, strategy, and market conditions[8](index=8&type=chunk) - Key areas of forward-looking statements include the pending transaction with Buyerlink, contractual relationship with Capital One, ability to service debt, and future capital requirements[8](index=8&type=chunk) - Investors are cautioned against undue reliance on forward-looking statements, as actual results are subject to numerous risks and uncertainties[9](index=9&type=chunk)[11](index=11&type=chunk) PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements.) This section presents Inspirato's unaudited condensed consolidated financial statements and notes for Q2 2025 and 2024 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a decrease in total assets and liabilities, with a slight improvement in total equity deficit Balance Sheet Summary (in thousands) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total Assets | $252,642 | $273,885 | | Total Liabilities | $382,338 | $403,737 | | Total Equity (Deficit) | $(129,696) | $(129,852) | - Total assets decreased by **$21.243 million** from December 31, 2024, to June 30, 2025, primarily due to decreases in cash, prepaid member travel, and property and equipment[16](index=16&type=chunk) - Total liabilities decreased by **$21.399 million**, mainly driven by a reduction in deferred revenue and current lease liabilities[16](index=16&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Net loss significantly decreased year-over-year, despite a decline in total revenue for both three and six-month periods Statements of Operations (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $63,108 | $67,382 | $128,997 | $147,627 | | Cost of revenue | $45,736 | $51,201 | $86,080 | $99,725 | | Gross margin | $17,372 | $16,181 | $42,917 | $47,902 | | Net loss and comprehensive loss attributable to Inspirato Incorporated | $(5,313) | $(8,707) | $(3,691) | $(7,444) | | Basic and diluted net loss per Class A share | $(0.42) | $(2.33) | $(0.30) | $(2.03) | - Net loss attributable to Inspirato Incorporated significantly decreased for both the three-month period (from **$(8,707) thousand** to **$(5,313) thousand**) and six-month period (from **$(7,444) thousand** to **$(3,691) thousand**) year-over-year[19](index=19&type=chunk) - Revenue decreased by **6%** for the three months ended June 30, 2025, and by **13%** for the six months ended June 30, 2025, compared to the same periods in 2024[19](index=19&type=chunk) [Condensed Consolidated Statements of Equity (Deficit)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity%20(Deficit)) Total equity deficit slightly improved, driven by an increase in Class A Common Stock shares from warrant exercises and RSU vesting Statements of Equity (in thousands) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total Equity (Deficit) | $(129,696) | $(129,852) | | Class A Common Stock Shares Outstanding | 12,470 | 11,763 | | Additional Paid-in Capital | $165,170 | $161,323 | | Accumulated Deficit | $(294,867) | $(291,176) | - Total equity deficit slightly improved from **$(129,852) thousand** at December 31, 2024, to **$(129,696) thousand** at June 30, 2025[22](index=22&type=chunk) - The increase in Class A Common Stock shares outstanding is primarily due to the issuance of common stock upon exercise of warrants and vesting of restricted stock units[22](index=22&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash burn improved, and financing activities provided cash, primarily from warrant exercises, leading to a reduced net decrease in cash Statements of Cash Flows (in thousands) | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(5,545) | $(8,969) | | Net cash used in investing activities | $(1,749) | $(3,526) | | Net cash provided by (used in) financing activities | $2,058 | $(290) | | Net decrease in cash, cash equivalents and restricted cash | $(5,236) | $(12,785) | | Cash, cash equivalents and restricted cash – end of period | $29,769 | $29,481 | - Net cash used in operating activities decreased from **$(8,969) thousand** in H1 2024 to **$(5,545) thousand** in H1 2025, indicating improved operational cash burn[25](index=25&type=chunk) - Financing activities provided **$2.058 million** in H1 2025, a significant improvement from cash used of **$(290) thousand** in H1 2024, primarily due to proceeds from warrant exercises[25](index=25&type=chunk) [Notes to Condensed Consolidated Financial Statements (unaudited)](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) This section provides detailed notes explaining the company's accounting policies, revenue recognition, debt, leases, and other financial statement components [(1) Nature of Business](index=10&type=section&id=(1)%20Nature%20of%20Business) Inspirato, a luxury hospitality club, is undergoing a merger with Buyerlink Inc., an investment agreement, and a reorganization plan to address liquidity challenges - Inspirato is a luxury hospitality club providing access to approximately **325** private luxury vacation homes and approximately **230** luxury hotel/resort partners in over **170** destinations[26](index=26&type=chunk)[27](index=27&type=chunk) - Merger Agreement: On June 25, 2025, Inspirato entered into a merger agreement with Buyerlink Inc., a related party, issuing **73,891,230** shares of Class A Common Stock and **8,262,327** shares of newly designated preferred stock to One Planet Ops as consideration[31](index=31&type=chunk) - Post-Merger: Inspirato will change its name to One Planet Platforms, Inc., with Buyerlink becoming a wholly-owned subsidiary and One Planet Ops designating six of the seven Board members[32](index=32&type=chunk)[33](index=33&type=chunk) - Investment Agreement: One Planet Group LLC invested **$10.0 million** for **2.9 million** shares and warrants in August 2024, with an additional **$2.5 million** investment in December 2024, and **$2.0 million** generated from warrant exercises in February 2025[29](index=29&type=chunk)[41](index=41&type=chunk) - Liquidity Challenges: The company experienced declines in active paid member subscriptions and nights delivered, leading to decreased revenues and negative cash flows from operating activities, prompting a Reorganization Plan[37](index=37&type=chunk)[38](index=38&type=chunk) - Debt Forbearance: Inspirato entered a twelve-month Forbearance and Amendment Agreement with Oakstone Ventures, Inc. on March 21, 2025, regarding its 8% Senior Secured Convertible Note due to liquidity threshold failures[40](index=40&type=chunk) [(2) Significant Accounting Policies](index=12&type=section&id=(2)%20Significant%20Accounting%20Policies) This note outlines the basis of presentation for the unaudited condensed consolidated financial statements and discusses the evaluation of new accounting pronouncements - Financial statements are prepared in accordance with GAAP and SEC rules for interim reporting, with certain information condensed or omitted[44](index=44&type=chunk) - Management makes estimates and assumptions affecting reported amounts; actual results may differ[47](index=47&type=chunk) - The company is evaluating the impact of **ASU 2025-01** (Expense Disaggregation Disclosures) and **ASU 2025-05** (Credit Losses for Accounts Receivable) on its financial statements[48](index=48&type=chunk)[50](index=50&type=chunk) [(3) Revenue](index=13&type=section&id=(3)%20Revenue) Total revenue decreased due to a significant decline in subscription revenue, while deferred revenue also saw a reduction Revenue Breakdown (in thousands) | Revenue Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Residence and hotel travel | $24,922 | $29,072 | $63,203 | $73,262 | | Experiences and bespoke travel | $14,457 | $9,774 | $17,899 | $15,258 | | Total Travel | $39,379 | $38,846 | $81,102 | $88,520 | | Subscription | $19,363 | $25,240 | $40,255 | $53,305 | | Rewards and other revenue | $4,366 | $3,296 | $7,640 | $5,802 | | **Total Revenue** | **$63,108** | **$67,382** | **$128,997** | **$147,627** | - Subscription revenue decreased by **23%** for the three months and **24%** for the six months ended June 30, 2025, primarily due to a **14%** decrease in the number of subscriptions[165](index=165&type=chunk)[180](index=180&type=chunk) - Deferred revenue decreased from **$171.5 million** at December 31, 2024, to **$154.5 million** at June 30, 2025, with **$94.7 million** recognized as revenue during the six months ended June 30, 2025[53](index=53&type=chunk)[57](index=57&type=chunk) [(4) Prepaid Expenses and Prepaid Member Travel](index=14&type=section&id=(4)%20Prepaid%20Expenses%20and%20Prepaid%20Member%20Travel) Prepaid expenses slightly increased, while prepaid member travel decreased, reflecting changes in future travel deposits Prepaid Expenses (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :---------------- | | Software | $1,141 | $740 | | Property operations | $552 | $405 | | Insurance | $1,257 | $1,407 | | Operating supplies | $371 | $564 | | **Total** | **$3,321** | **$3,116** | - Prepaid member travel decreased by **$1.3 million** from **$13.7 million** at December 31, 2024, to **$12.4 million** at June 30, 2025[59](index=59&type=chunk) [(5) Property and Equipment, Net](index=15&type=section&id=(5)%20Property%20and%20Equipment,%20Net) Net property and equipment decreased due to accumulated depreciation, with internal-use software and furniture being major components of expense Property and Equipment, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Property and equipment, gross | $43,859 | $44,551 | | Accumulated depreciation and amortization | $(33,031) | $(30,472) | | **Property and equipment, net** | **$10,828** | **$14,079** | Total Depreciation and Amortization (in thousands) | Period | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Three Months Ended June 30, | $2,277 | $2,820 | | Six Months Ended June 30, | $5,167 | $5,448 | - Internal-use software and furniture, fixtures, and equipment are the largest components of depreciation and amortization expense[60](index=60&type=chunk) [(6) Accounts Payable and Accrued Liabilities](index=16&type=section&id=(6)%20Accounts%20Payable%20and%20Accrued%20Liabilities) Accounts payable and accrued liabilities increased, primarily driven by a rise in trade creditors, partially offset by decreases in occupancy taxes and compensation accruals Accounts Payable and Accrued Liabilities (in thousands) | Component | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Trade creditors | $15,763 | $11,386 | | Occupancy taxes payable | $6,090 | $7,520 | | Compensation accruals | $2,948 | $3,679 | | Income and other taxes payable | $314 | $436 | | **Total** | **$25,115** | **$23,021** | - Trade creditors increased by **$4.377 million**, while occupancy taxes payable decreased by **$1.430 million**[61](index=61&type=chunk) [(7) Debt](index=16&type=section&id=(7)%20Debt) The Convertible Note, an 8% Senior Secured Convertible Note, had an outstanding amount of **$28.7 million** as of June 30, 2025, with interest paid in kind - The Convertible Note is an **8%** Senior Secured Convertible Note due in 2028, with an initial principal of **$25.0 million**[62](index=62&type=chunk) - Outstanding amount of the Note: **$28.7 million** as of June 30, 2025 (vs. **$27.6 million** as of December 31, 2024), with interest paid in kind[63](index=63&type=chunk) - Conversion price: **$30** per share, convertible into Class A Common Stock, subject to BHC Act restrictions[64](index=64&type=chunk)[65](index=65&type=chunk) - Fair value adjustments: A loss of **$0.3 million** for the three months ended June 30, 2025, and a gain of **$0.2 million** for the six months ended June 30, 2025, were recorded[69](index=69&type=chunk) Net Interest Expense (in thousands) | Period | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Three Months Ended June 30, | $488 | $373 | | Six Months Ended June 30, | $954 | $696 | [(8) Leases](index=17&type=section&id=(8)%20Leases) Total lease expense decreased, and a significant gain on lease termination was recognized in 2024 from underperforming leases Total Lease Expense (in thousands) | Period | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Three Months Ended June 30, | $15,699 | $19,030 | | Six Months Ended June 30, | $32,889 | $39,059 | Operating Lease Liabilities Maturities (in thousands, as of June 30, 2025) | Fiscal Year Ending | Operating Leases | | :----------------- | :--------------- | | Remainder of 2025 | $34,966 | | 2026 | $55,849 | | 2027 | $37,708 | | 2028 | $25,736 | | 2029 | $16,540 | | 2030 and thereafter | $38,390 | | **Total minimum lease payments** | **$209,189** | - The company recorded **$0.4 million** in impairment expense for a right-of-use asset during the three and six months ended June 30, 2025, due to a lease ceasing active use[76](index=76&type=chunk) - A **$37.1 million** gain on lease termination was recognized in 2024 from terminating previously impaired, underperforming leases[77](index=77&type=chunk) [(9) Income Taxes](index=19&type=section&id=(9)%20Income%20Taxes) Inspirato has a full valuation allowance against deferred tax assets, and the Tax Receivable Agreement was terminated in August 2024 Income Tax Expense (in thousands) | Period | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Three Months Ended June 30, | $87 | $56 | | Six Months Ended June 30, | $124 | $200 | - A full valuation allowance is recorded against deferred tax assets[80](index=80&type=chunk) - The Tax Receivable Agreement (TRA) was terminated on August 9, 2024, with a **$0.3 million** settlement[81](index=81&type=chunk) - The company is evaluating the impact of the One Big Beautiful Bill Act (OBBBA), enacted July 4, 2025[82](index=82&type=chunk) [(10) Equity of Inspirato Incorporated](index=19&type=section&id=(10)%20Equity%20of%20Inspirato%20Incorporated) As of June 30, 2025, only Class A Common Stock is outstanding, with Investment Warrants and Public Warrants also outstanding - As of June 30, 2025, only Class A Common Stock is outstanding (**12,470 thousand** shares), with Class B, Class V, and Preferred Stock having no shares issued or outstanding[16](index=16&type=chunk)[85](index=85&type=chunk) - Investment Warrants: **3.1 million** outstanding as of June 30, 2025, exercisable at **$3.43** per share, expiring in 2029, with **583,099** warrants exercised in February 2025 generating **$2.0 million**[87](index=87&type=chunk) - Public Warrants: **8.6 million** outstanding as of June 30, 2025, exercisable for **0.05** shares of Class A Common Stock at **$230** per share, reclassified as equity-based awards in 2024[88](index=88&type=chunk)[112](index=112&type=chunk) [(11) Loss Attributable to Inspirato Incorporated per Class A Share](index=20&type=section&id=(11)%20Loss%20Attributable%20to%20Inspirato%20Incorporated%20per%20Class%20A%20Share) Basic and diluted net loss per Class A share significantly improved, with several anti-dilutive securities excluded from EPS computation Net Loss Per Class A Share | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss attributable to Inspirato Incorporated (in thousands) | $(5,313) | $(8,707) | $(3,691) | $(7,444) | | Weighted average Class A Shares outstanding, Basic and Diluted (in thousands) | 12,714 | 3,730 | 12,320 | 3,663 | | **Net loss per Class A Share, Basic and Diluted** | **$(0.42)** | **$(2.33)** | **$(0.30)** | **$(2.03)** | Anti-Dilutive Securities Excluded from EPS (in thousands) | Security Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Performance-based units | 683 | — | 731 | — | | Public Warrants | 431 | 431 | 431 | 431 | | Stock options | 92 | 165 | 105 | 177 | | Restricted stock units | 1,031 | 564 | 1,026 | 606 | | Investment warrants | 3,061 | — | 3,226 | — | | Note | 958 | 885 | 958 | 885 | | **Total Anti-dilutive securities** | **6,256** | **2,045** | **6,477** | **2,099** | [(12) Equity-Based Compensation](index=21&type=section&id=(12)%20Equity-Based%20Compensation) Equity-based compensation decreased year-over-year, with unrecognized RSU costs and performance-based units outstanding Total Equity-Based Compensation (in thousands) | Period | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Three Months Ended June 30, | $714 | $2,672 | | Six Months Ended June 30, | $1,789 | $5,550 | - Unrecognized compensation cost for RSUs: **$3.8 million** as of June 30, 2025, to be recognized over a weighted average period of **2.7** years[97](index=97&type=chunk) - **500,000** Share Price PBUs are outstanding, vesting if Class A Common Stock reaches **$15.00** for **30** consecutive trading days by August 13, 2025[98](index=98&type=chunk) - Target PBUs of **$0.5 million** are outstanding, vesting based on specified financial targets for FY2025; no expense recognized as targets are not considered probable[99](index=99&type=chunk) [(13) Noncontrolling Interest](index=24&type=section&id=(13)%20Noncontrolling%20Interest) Following a mandatory exchange on September 30, 2024, Inspirato Incorporated now fully owns Inspirato LLC, eliminating noncontrolling interest - On September 30, 2024, a Mandatory Exchange occurred where all non-Company held units in Inspirato LLC were exchanged for Class A Common Stock, resulting in Inspirato Incorporated fully owning Inspirato LLC[102](index=102&type=chunk) - As a result, there is no remaining noncontrolling interest as of June 30, 2025, and December 31, 2024[102](index=102&type=chunk) [(14) Commitments and Contingencies](index=24&type=section&id=(14)%20Commitments%20and%20Contingencies) Inspirato faces ongoing legal proceedings, including a dispute over a Founders' Travel Benefit and a class action lawsuit, while maintaining financial guarantees - Legal dispute with former CEO and Chairman regarding a purported lifetime Founders' Travel Benefit, seeking unspecified damages, with litigation ongoing[105](index=105&type=chunk) - Class action lawsuit alleging violations of Section **10(b)** and **20(a)** of the Exchange Act due to alleged misrepresentations related to financial statement restatements, with a motion to dismiss under advisement[106](index=106&type=chunk) - Financial guarantees for real estate and payment processor agreements are satisfied through **$30.0 million** in surety bonds and restricted cash, with **$13.0 million** in restricted cash as of June 30, 2025[107](index=107&type=chunk) [(15) Fair Value Measurements](index=24&type=section&id=(15)%20Fair%20Value%20Measurements) This note details fair value measurements for financial assets and liabilities, categorizing them into a three-tier hierarchy - Fair value hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1 prices), Level 3 (unobservable inputs)[108](index=108&type=chunk)[113](index=113&type=chunk) Fair Value of Financial Assets and Liabilities (in thousands) | Category | June 30, 2025 (Total) | December 31, 2024 (Total) | | :-------------------------- | :-------------------- | :------------------------ | | Cash and cash equivalents | $16,724 | $21,845 | | Restricted cash | $13,045 | $13,160 | | Convertible note | $23,225 | $22,336 | - Convertible Note is a Level 3 measurement, valued using a binomial lattice model considering debt and stock features[114](index=114&type=chunk) - Public Warrants were reclassified as equity-based awards in 2024 and are no longer subject to fair value remeasurement[112](index=112&type=chunk) [(16) Employee Benefit Plans](index=26&type=section&id=(16)%20Employee%20Benefit%20Plans) Inspirato offers an ESPP with **86,000** shares available and a 401(k) plan, but made no matching contributions in 2024 or 2025 - Employee Stock Purchase Plan (ESPP): **86,000** shares of Class A Common Stock available for issuance as of June 30, 2025[115](index=115&type=chunk) - ESPP purchase price: Not less than **85%** of the lesser of fair market value on offering date or purchase date[115](index=115&type=chunk) - 401(k) Plan: No matching contributions made during the three and six months ended June 30, 2025 and 2024[116](index=116&type=chunk) [(17) Related Party Transactions](index=26&type=section&id=(17)%20Related%20Party%20Transactions) Inspirato has significant related party transactions with One Planet Group, including a merger agreement and expense reimbursements - One Planet Group guaranteed a **$6.6 million** lease termination fee, receiving **177,515** shares of Class A Common Stock in lieu of cash payments[117](index=117&type=chunk) - Expense reimbursements with One Planet Group for executive travel and management consulting fees totaled **$0.2 million** for the six months ended June 30, 2025[118](index=118&type=chunk) - Merger Agreement with Buyerlink Inc. (related party): Inspirato will issue **73,891,230** shares of Class A Common Stock and **8,262,327** shares of preferred stock to One Planet Ops[120](index=120&type=chunk)[121](index=121&type=chunk) - Agreements with Exclusive Resorts were terminated on February 28, 2025, and Exclusive Resorts is no longer a related party[122](index=122&type=chunk) [(18) Restructuring Charges](index=27&type=section&id=(18)%20Restructuring%20Charges) Inspirato incurred **$6.4 million** in restructuring charges in 2024 from a Reorganization Plan, with all remaining cash charges paid by June 30, 2025 - Reorganization Plan (Aug-Dec 2024) included lease terminations, TRA settlement, reduction in force, and cost savings[123](index=123&type=chunk) - Total restructuring charges: **$6.4 million** (**$2.0 million** cash, **$4.4 million** non-cash) incurred in 2024[124](index=124&type=chunk) - All remaining cash restructuring charges, including **$2.6 million** of the lease termination fee, were paid by June 30, 2025[124](index=124&type=chunk)[125](index=125&type=chunk) [(19) Segment Reporting](index=27&type=section&id=(19)%20Segment%20Reporting) Inspirato operates as a single member travel segment, with the CEO evaluating consolidated financial metrics to assess performance and allocate resources - Inspirato operates as one reporting segment: member travel, providing luxury vacation homes, hotels, and destinations[126](index=126&type=chunk) - Revenue is primarily derived from initiation fees, yearly membership fees, and individual vacation fees[126](index=126&type=chunk) - The CODM (CEO) uses consolidated net income/loss, gross margin, and operating expenses to evaluate segment performance and allocate resources[126](index=126&type=chunk)[127](index=127&type=chunk) Revenue and Cost of Revenue Components (in thousands) | Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | **Revenue:** | | | | | | Residence and hotel travel | $24,922 | $29,072 | $63,203 | $73,262 | | Experiences and bespoke travel | $14,457 | $9,774 | $17,899 | $15,258 | | Subscription | $19,363 | $25,240 | $40,255 | $53,305 | | Rewards and other revenue | $4,366 | $3,296 | $7,640 | $5,802 | | **Total revenue** | **$63,108** | **$67,382** | **$128,997** | **$147,627** | | **Cost of revenue:** | | | | | | Lease costs | $15,699 | $19,030 | $32,889 | $39,059 | | Booking fees | $21,595 | $20,003 | $35,535 | $40,018 | | Fixed operating costs | $2,912 | $4,642 | $6,050 | $8,411 | | Variable operating costs | $2,243 | $4,050 | $5,203 | $7,314 | | Depreciation expense | $864 | $1,453 | $2,367 | $2,742 | | Other cost of revenue | $2,423 | $2,023 | $4,036 | $2,181 | | **Total cost of revenue** | **$45,736** | **$51,201** | **$86,080** | **$99,725** | | **Gross margin** | **$17,372** | **$16,181** | **$42,917** | **$47,902** | [(20) Supplemental Financial Information](index=29&type=section&id=(20)%20Supplemental%20Financial%20Information) This note provides supplemental cash flow information, including cash paid for income taxes and significant non-cash operating lease transactions Supplemental Cash Flow Information (in thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------------------- | :----------------------------- | :----------------------------- | | Cash paid for income taxes | $195 | $106 | | Fixed assets purchased but unpaid, included in accounts payable at period end | $256 | $367 | | Operating lease right-of-use assets exchanged for lease obligations | $20,102 | $20,993 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of Inspirato's financial performance, strategic initiatives, and liquidity for the periods ended June 30, 2025 and 2024 [Overview](index=30&type=section&id=OVERVIEW) Inspirato, a luxury hospitality club, is undergoing a merger with Buyerlink Inc., an investment agreement, and a reorganization plan to enhance cost savings - Inspirato is a private, luxury hospitality club providing access to high-end vacation homes, luxury hotels, and curated travel experiences globally[132](index=132&type=chunk)[133](index=133&type=chunk) - Merger Agreement: On June 25, 2025, Inspirato entered into a merger agreement with Buyerlink Inc., a related party, issuing **73,891,230** shares of Class A Common Stock and **8,262,327** shares of preferred stock to One Planet Ops as consideration[134](index=134&type=chunk) - Post-Merger: Inspirato will change its name to One Planet Platforms, Inc., Buyerlink will become a wholly-owned subsidiary, and One Planet Ops will designate six of the seven Board members[135](index=135&type=chunk) - Investment Agreement: One Planet Group LLC invested **$10.0 million** for **2.9 million** shares and warrants in August 2024, with an additional **$2.5 million** investment in December 2024, and **$2.0 million** from warrant exercises in February 2025[139](index=139&type=chunk) - Reorganization Plan (Aug-Dec 2024): Included lease terminations, TRA settlement, reduction in force, new CEO/Board appointments, and cost savings initiatives, resulting in **$6.4 million** in restructuring charges[142](index=142&type=chunk)[143](index=143&type=chunk) - Rewards Program: Inspirato Rewards program ended on June 30, 2025, with remaining performance obligations to be recognized[146](index=146&type=chunk) [Key Business Metrics](index=32&type=section&id=Key%20Business%20Metrics) Active Subscriptions decreased, while Average Daily Rate (ADR) increased for both residences and hotels, reflecting portfolio optimization despite lower paid nights delivered Active Subscriptions | Subscription Type | June 30, 2025 | June 30, 2024 | | :---------------- | :------------ | :------------ | | Club | 9,900 | 10,800 | | Pass | 1,200 | 1,900 | | Invited | 100 | — | | **Total Active Subscriptions** | **11,200** | **12,700** | - Total Active Subscriptions decreased by **1,500** (**12%**) from June 30, 2024, to June 30, 2025, driven by a decline in Pass Subscriptions[148](index=148&type=chunk) Travel Operating Statistics (Three Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------- | :----- | :----- | | Residences Paid Nights Delivered | 9,700 | 13,600 | | Residences Occupancy | 57 % | 70 % | | Residences ADR | $1,957 | $1,535 | | Hotels Paid Nights Delivered | 6,100 | 8,300 | | Hotels Occupancy | 74 % | 79 % | | Hotels ADR | $1,210 | $1,035 | | Total Paid Nights Delivered | 15,800 | 21,900 | | Total Occupancy | 59 % | 71 % | | Total ADR | $1,670 | $1,346 | - Paid Nights Delivered decreased by **28%** for Residences and **27%** for Hotels for the three months ended June 30, 2025, year-over-year[154](index=154&type=chunk) - ADR increased by **27%** for Residences and **17%** for Hotels for the three months ended June 30, 2025, year-over-year, primarily due to portfolio optimization[154](index=154&type=chunk)[164](index=164&type=chunk) [Other Factors Affecting Our Performance and Trends and Uncertainties](index=34&type=section&id=Other%20Factors%20Affecting%20Our%20Performance%20and%20Trends%20and%20Uncertainties) Travel revenues are seasonal, with higher revenues typically in the first and third quarters, while subscription revenue recognition has limited seasonality - Travel revenues are seasonal, with higher revenues typically in the first and third quarters[159](index=159&type=chunk) - Subscription services have limited seasonality in recognition due to annual or multi-year terms, but new subscriptions can follow travel trends[159](index=159&type=chunk) - Holidays and events generally increase travel rates and gross margin, while the majority of costs are relatively fixed[160](index=160&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20operations) Total revenue decreased, but cost of revenue and operating expenses also declined significantly, leading to a substantial improvement in net loss Consolidated Statements of Operations (in thousands, % change) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | % Change | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | % Change | | :------------------------------------------ | :----------------------------- | :----------------------------- | :------- | :----------------------------- | :----------------------------- | :------- | | Revenue | $63,108 | $67,382 | (6)% | $128,997 | $147,627 | (13)% | | Cost of revenue | $45,736 | $51,201 | 11 % | $86,080 | $99,725 | 14 % | | Gross margin | $17,372 | $16,181 | 7 % | $42,917 | $47,902 | (10)% | | Gross margin percent | 28 % | 24 % | 4 pp | 33 % | 32 % | 1 pp | | General and administrative | $10,352 | $13,994 | 26 % | $21,738 | $28,643 | 24 % | | Sales and marketing | $5,325 | $8,772 | 39 % | $10,332 | $17,498 | 41 % | | Operations | $4,182 | $4,766 | 12 % | $9,412 | $11,789 | 20 % | | Technology and development | $917 | $2,266 | 60 % | $2,204 | $4,316 | 49 % | | Net loss and comprehensive loss attributable to Inspirato Incorporated | $(5,313) | $(8,707) | 65 % | $(3,691) | $(7,444) | 72 % | - Subscription revenue decreased by **$5.9 million** (**23%**) for the three months and **$13.0 million** (**24%**) for the six months, primarily due to a **14%** decrease in active subscriptions[165](index=165&type=chunk)[180](index=180&type=chunk) - Cost of revenue decreased by **$5.5 million** (**11%**) for the three months and **$13.6 million** (**14%**) for the six months, driven by lower lease costs and variable operating costs[167](index=167&type=chunk)[182](index=182&type=chunk) - Operating expenses (G&A, S&M, Operations, T&D) decreased significantly, primarily due to reductions in employee compensation[168](index=168&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) Inspirato expects to meet short-term cash needs through available cash and operating activities, supported by significant savings from its Reorganization Plan Cash and Cash Equivalents (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Cash and cash equivalents | $16,724 | $21,845 | | Restricted cash | $13,045 | $13,160 | | **Total** | **$29,769** | **$35,005** | - Annualized cash savings from Reorganization Plan initiatives: approximately **$18.0 million** from workforce reductions, approximately **$7.5 million** from lease terminations, approximately **$13.0 million** from non-critical spend review, and approximately **$4.7 million** from lease portfolio optimization[197](index=197&type=chunk) - Net cash used in operating activities decreased from **$9.0 million** in H1 2024 to **$5.5 million** in H1 2025[202](index=202&type=chunk) - Net cash provided by financing activities was **$2.1 million** in H1 2025, primarily from **$2.0 million** in proceeds from Investment Warrant exercises[204](index=204&type=chunk)[205](index=205&type=chunk) Future Minimum Commitments (in thousands, as of June 30, 2025) | Fiscal Year Ending | Amount | | :----------------- | :----- | | Remainder of 2025 | $39,063 | | 2026 | $58,492 | | 2027 | $38,014 | | 2028 | $45,736 | | 2029 | $16,540 | | 2030 and thereafter | $38,390 | | **Total** | **$236,235** | [Non-GAAP Financial Metrics](index=43&type=section&id=Non-GAAP%20Financial%20Metrics) Adjusted EBITDA significantly improved, moving from a loss to a gain, while Free Cash Flow also improved, reflecting reduced cash usage - Adjusted EBITDA excludes interest expense, income tax expense, depreciation and amortization, equity-based compensation, fair value gains/losses on financial instruments, asset impairments, and transaction costs[214](index=214&type=chunk) Adjusted EBITDA Reconciliation (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Net loss and comprehensive loss | $(5,313) | $(15,393) | $(3,691) | $(13,144) | | Adjustments (sum of exclusions) | $4,984 | $6,237 | $8,965 | $8,061 | | **Adjusted EBITDA** | **$(329)** | **$(9,156)** | **$5,274** | **$(5,083)** | | Adjusted EBITDA Margin | (0.5)% | (13.6)% | 4.1 % | (3.4)% | - Free Cash Flow is defined as net cash used in operating activities less purchases of property and equipment and development of internal-use software[217](index=217&type=chunk) Free Cash Flow Reconciliation (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $1,082 | $(1,767) | $(5,545) | $(8,969) | | Purchase of property and equipment | $(632) | $(1,904) | $(1,495) | $(3,170) | | Development of internal-use software | $(202) | $(120) | $(254) | $(356) | | **Free Cash Flow** | **$248** | **$(3,791)** | **$(7,294)** | **$(12,495)** | [Recently Adopted Accounting Pronouncements](index=46&type=section&id=Recently%20Adopted%20Accounting%20Pronouncements) This section refers to Note 2 for information on recently adopted accounting pronouncements, indicating no new adoptions beyond prior disclosures - For information on recently adopted accounting pronouncements, refer to Note 2 – Significant Accounting Policies in the 2024 Form 10-K and the current 10-Q[219](index=219&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Inspirato is exposed to interest rate, foreign currency, and equity risks, with potential impacts on the Convertible Note, operations, and equity-based compensation - Interest Rate Risk: A hypothetical **10%** change in interest rates would have a **$1.0 million** impact on the fair value of the Convertible Note[222](index=222&type=chunk) - Foreign Currency Risk: A hypothetical **10%** change in USD value relative to foreign currencies could impact the Condensed Consolidated Statements of Operations and Comprehensive Loss by **$12.0 million** for the six months ended June 30, 2025[223](index=223&type=chunk) - Equity Risk: Fluctuations in stock price can impact equity-based compensation expense and market capitalization, especially for performance-based units tied to a **$15.00** per share target[224](index=224&type=chunk) [Item 4. Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Inspirato's disclosure controls were ineffective due to material weaknesses in internal control over financial reporting, but financial statements are fairly presented, and a remediation plan is underway - Disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses in internal control over financial reporting[226](index=226&type=chunk) - Despite material weaknesses, management concluded that the Condensed Consolidated Financial Statements fairly present the financial position, results of operations, and cash flows[227](index=227&type=chunk) - Remediation plan includes: designing and implementing ITGCs (user access, periodic reviews, change management), enhancing process-level control activities, improving documentation, and providing training[228](index=228&type=chunk)[230](index=230&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings.) Inspirato is involved in a legal dispute with a former CEO over a Founders' Travel Benefit and a class action lawsuit alleging securities fraud - Legal dispute with a former CEO and Chairman regarding a purported lifetime Founders' Travel Benefit, seeking unspecified damages, with litigation ongoing[235](index=235&type=chunk) - Class action lawsuit alleging violations of Section **10(b)** and **20(a)** of the Exchange Act due to alleged misrepresentations related to financial statement restatements, with a motion to dismiss under advisement[236](index=236&type=chunk) [Item 1A. Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors.) New risk factors primarily relate to the pending merger with Buyerlink, including potential dilution, differing interests, and integration challenges - Risks related to the Merger: The number of shares issued will not fluctuate with market price, potentially impacting dilution for existing stockholders[238](index=238&type=chunk) - Certain members of Inspirato's Board and management have interests in the Merger that differ from, or are in addition to, those of Inspirato stockholders, particularly Payam Zamani who will beneficially own approximately **92%** of Class A Common Stock post-Merger[239](index=239&type=chunk)[240](index=240&type=chunk) - The Merger is subject to multiple closing conditions (e.g., stockholder approval, regulatory approvals), making completion and timing uncertain[242](index=242&type=chunk) - Failure to complete the Merger could adversely affect Inspirato's business, financial condition, operating results, and stock price, potentially incurring termination fees and litigation costs[243](index=243&type=chunk)[244](index=244&type=chunk) - Significant non-recurring costs related to the Merger and potential integration are expected, which may not be offset by anticipated synergies[245](index=245&type=chunk) - Business disruption and loss of key personnel are risks during the pendency of the Merger, and regulatory approvals (e.g., Nasdaq, HSR Act) may be delayed or subject to adverse conditions[248](index=248&type=chunk)[250](index=250&type=chunk)[251](index=251&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section states that there were no unregistered sales of equity securities or use of proceeds to report during the period - No unregistered sales of equity securities or use of proceeds to report[257](index=257&type=chunk) [Item 3. Defaults Upon Senior Securities](index=53&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) This section indicates that there are no defaults upon senior securities to report - Not applicable; no defaults upon senior securities[258](index=258&type=chunk) [Item 4. Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This section states that mine safety disclosures are not applicable to the company - Not applicable; no mine safety disclosures[259](index=259&type=chunk) [Item 5. Other Information](index=53&type=section&id=Item%205.%20Other%20Information.) No director or Section 16 officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the six months ended June 30, 2025 - No director or Section 16 officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the six months ended June 30, 2025[260](index=260&type=chunk) [Item 6. Exhibits](index=54&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed or incorporated by reference as part of this Quarterly Report on Form 10-Q - Exhibits include the Equity Distribution Agreement, Agreement and Plan of Merger, company's Certificate of Incorporation and Bylaws, and certifications from executive officers[261](index=261&type=chunk) SIGNATURES [Signatures](index=55&type=section&id=Signatures) The report is duly signed on behalf of Inspirato Incorporated by its Chief Executive Officer and Chief Financial Officer - Report signed by Payam Zamani (CEO and Chairman) and Michael Arthur (CFO) on August 13, 2025[266](index=266&type=chunk)

Financial Data and Key Metrics Changes - The company reported total revenue of approximately $63.1 million for Q2 2025, a decline of 6% year over year, primarily due to a planned decline in past subscriptions [23] - Adjusted EBITDA for Q2 was negative $300,000, a significant improvement from negative $9.2 million in 2024, with positive trailing twelve-month adjusted EBITDA of $3.9 million [22][23] - Free cash flow for Q2 was approximately breakeven at $200,000, with year-to-date free cash flow remaining negative at $7.3 million, showing improvement from the prior year [26] Business Line Data and Key Metrics Changes - Subscription revenue decreased by 23% to $19.4 million due to a strategic decision to scale back the previous version of Pass, while travel revenue increased by roughly 1% to $39.4 million, driven by a 47% increase in experiential travel [23][24] - The company had approximately 11,000 active memberships at the end of Q2, with 9,900 active club members and 1,200 active Pass members, reflecting a strategic shift towards club growth [24] Market Data and Key Metrics Changes - The company achieved a 59% occupancy level in controlled accommodations, down from 71% in Q2 2024, while increasing average daily rate (ADR) by 24% [25] - The experiential travel business saw year-to-date growth of over double digits, indicating continued opportunity in this segment [24] Company Strategy and Development Direction - The company is focused on four key strategic pillars: operational efficiency, brand elevation, member experience, and digital platform [13] - A definitive agreement to combine with BioLink was announced, which is expected to enhance the company's technology-driven ecosystem and expand its market reach [9][12] - The combination is anticipated to be financially accretive, with BioLink contributing approximately $124 million in revenue and over $26 million in EBITDA for 2024 [12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's trajectory and emphasized the importance of operational improvements and disciplined execution [27][28] - The company is tracking towards full-year 2025 targets, including adjusted EBITDA between breakeven and $5 million and total revenue between $235 million and $255 million [27] Other Important Information - The company plans to relaunch the new version of Inspirato Pass, which is expected to drive incremental revenue and better align with the evolved brand strategy [23] - The reimagined Inspirato Magazine is set to relaunch in Q3, aimed at enhancing brand visibility and member engagement [15][16] Q&A Session Summary Question: Could you walk through the pro forma balance sheet cash levels, debt levels, and address how you're thinking about Capital One and the BuyerLink debt? - Management acknowledged that both BuyerLink and Inspirato have senior secured notes and anticipate refinancing some of the secured notes as part of the agreement [31][32] Question: Are Capital One and Citi supportive of the transaction? - Management indicated that both senior secured lenders are positive about the transaction and anticipate refinancing the Capital One note at the close [33] Question: What are the CapEx requirements over the next six to eighteen months? - Management does not anticipate any meaningful change in CapEx for either business, focusing instead on leveraging resources and capabilities [35] Question: How much investment or modification will be needed for BuyerLink to drive leads for travel and leisure? - Management stated that the investment is primarily in resources and prioritization rather than increased CapEx [39] Question: What does BuyerLink's growth profile look like? - Management noted that growth in BuyerLink will come from adding marketplaces and new verticals, with a focus on increasing consumer demand [40][42]