Amendment: SEC Form SC 13D/A filed by Inspirato Incorporated

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________ 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

INSPIRATO INCORPORATED

(Name of Issuer)

Class A Common Stock, par value $ 0.0001 per share
(Title of Class of Securities)

45791E 107
(CUSIP Number)

Payam Zamani
1820 Bonanza Street
Walnut Creek, California 94596
(925) 983-3401
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

Derek Dostal
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4322

September 13, 2024
(Date of Event Which Requires Filing of this Statement)

______________________________ 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 45791E 107

CUSIP No. 45791E 107

Explanatory Note

This Amendment amends and supplements the Schedule 13D filed by One Planet Group LLC (or “OPG”) and Payam Zamani on August 16, 2024 (the “Initial Schedule 13D”). Capitalized terms used herein but not otherwise defined have the meanings provided in the Initial Schedule 13D.

On August 12, 2024, Inspirato Incorporated (the “Company”) entered into an investment agreement with One Planet Group LLC relating to the issuance and sale to One Planet Group LLC of (i) 1,335,271 shares (the “Tranche 1 Shares”) of Class A common stock of the Company (“Class A Common Stock”) for an aggregate purchase price of $4,579,980 (such transaction, the “Tranche 1 Purchase”) and (ii) 1,580,180 shares of Class A Common Stock (the “Tranche 2 Shares”) for an aggregate purchase price of $5,420,020 and an accompanying warrant (the “Warrant”) to purchase up to 2,915,451 shares of Class A Common Stock (the “Warrant Shares”) (such transaction, the “Tranche 2 Purchase”). The Tranche 1 Purchase was consummated on August 13, 2024, and the Tranche 2 Purchase was consummated on September 13, 2024.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Initial Schedule 13D is amended and supplemented as follows:

The Reporting Persons are deemed to beneficially own an aggregate of 5,710,902 shares of Class A Common Stock (consisting of 2,795,451 shares of Class A Common Stock and warrants to purchase up to 2,915,451 shares of Class A Common Stock) as reflected in this Schedule 13D. The consideration used to acquire beneficial ownership of the shares of Class A Common Stock consisted solely of the working capital of OPG.

On September 13, 2024, the Company’s stockholders approved at a special meeting of stockholders (the “Special Meeting”) of a proposal to authorize the issuance of the Tranche 2 Shares, the Warrant, the Warrant Shares, and the Optional Securities. Thereafter on September 13, 2024, the Tranche 2 Purchase was consummated.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Initial Schedule 13D is amended and supplemented as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 16, 2024