Inspirato Incorporated announced that it has entered into a definitive agreement for a new investor Capital One Ventures to issue 8% senior secured convertible note for the gross proceeds of $25,000,000 on August 7, 2023. The issuance of the convertible note is subject to certain closing conditions, including the entry into a commercial agreement between Inspirato Incorporated and Capital One Ventures prior to the closing, and the receipt of Inspirato shareholder approvals. The conversion price applicable to the Notes will initially be $1.50 per Common Share.

The Notes will bear interest at a rate of 8% per annum. Interest on the Notes will be payable quarterly on the last business day of each calendar quarter following the issuance of the Notes. The Company has agreed to issue the Initial Note to the Purchaser.

This issuance and sale will be exempt from registration under the Securities Act of 1933, as amended (the ?Securities Act?), pursuant to Section 4(a)(2) of the Securities Act.