SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Securities Exchange Act of 1934
Denver, Colorado 80202
(303) 586-7771
Chief Executive Officer and Chairman of the Board
1544 Wazee Street
Denver, Colorado 80202
|
Time and Date
|
| | 9:00 a.m. Mountain Time, on September [ ], 2024. | |
|
Place
|
| | The special meeting will be conducted virtually via live audio webcast. You will be able to attend the special meeting virtually by visiting [•]. | |
|
Items of Business
|
| |
1.
To consider and vote upon to approve, for purposes of Listing Rule 5635 of the Nasdaq Capital Market LLC (“Nasdaq”), the issuance by the Company of up to 5,953,357 shares of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), to One Planet Group LLC (“One Planet Group”) pursuant to the terms of the Investment Agreement, dated August 12, 2024 (the “Investment Agreement”), by and between the Company and One Planet Group (the “Nasdaq Proposal”).
2.
To consider and vote upon the proposal to adjourn or postpone the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt any of the above proposals (the “Adjournment Proposal”).
|
|
|
Record Date
|
| |
Close of business on August [ ], 2024.
Only holders of record of the Class A Common Stock and the holders of the Class V common stock, par value $0.0001 per share (the “Class V Common Stock” and, together with the Class A Common Stock, the “Common Stock”) as of the close of business on the Record Date are entitled to notice of and to vote at the special meeting. As of the Record Date, there were [•] shares of Class A Common Stock outstanding and [•] shares of our Class V Common Stock, outstanding.
|
|
|
Voting
|
| | Your vote is important. Whether or not you plan to attend the special meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. | |
Chief Executive Officer and Chairman of the Boar
Denver, Colorado
August [ ], 2024
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 1 | | | |
| | | | 1 | | | |
| | | | 1 | | | |
| | | | 1 | | | |
| | | | 2 | | | |
| | | | 2 | | | |
| | | | 3 | | | |
| | | | 3 | | | |
| | | | 3 | | | |
| | | | 4 | | | |
| | | | 4 | | | |
| | | | 4 | | | |
| | | | 5 | | | |
| | | | 5 | | | |
| | | | 5 | | | |
| | | | 5 | | | |
| | | | 5 | | | |
| | | | 6 | | | |
| | | | 6 | | | |
| | | | 6 | | | |
| | | | 6 | | | |
| | | | 6 | | | |
| | | | 7 | | | |
| | | | 7 | | | |
| | | | 7 | | | |
| | | | 8 | | | |
| | | | 8 | | | |
| | | | 9 | | | |
| | | | 11 | | | |
| | | | 11 | | | |
| | | | 12 | | | |
| | | | 12 | | | |
| | | | 12 | | | |
| | | | 13 | | | |
| | | | 13 | | | |
| | | | 13 | | | |
| | | | 13 | | |
PROXY STATEMENT
Attention: Investor Relations
1544 Wazee Street
Denver, Colorado 80202
Tel: (303) 586-7771
| | |
Class A
Common Stock |
| |
Class V
Common Stock |
| |
Total Shares
|
| |||||||||||||||||||||||||||
Name of Beneficial Owner(1)
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| ||||||||||||||||||
Greater than 5% Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Entities affiliated with KPCB XIV Associates, LLC(2)
|
| | | | 594,505 | | | | | | 12% | | | | | | | | | | | | 0%* | | | | | | 594,505 | | | | | | 7% | | |
Entities affiliated with W Capital Partners III LP(3)
|
| | | | 364,571 | | | | | | 7% | | | | | | | | | | | | 0%* | | | | | | 364,571 | | | | | | 5% | | |
Entities affiliated with Millennium TVP II (UPG), LLC(4)
|
| | | | 288,462 | | | | | | 6% | | | | | | | | | | | | 0%* | | | | | | 288,642 | | | | | | 4% | | |
Entities affiliated with Revolution Portico
Holdings LLC(5) |
| | | | 50,000 | | | | | | 1% | | | | | | 894,673 | | | | | | 31%* | | | | | | 944,673 | | | | | | 12% | | |
Named Executive Officers and Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Brent Handler(6)
|
| | | | 129,683 | | | | | | 3% | | | | | | 1,241,461 | | | | | | 43% | | | | | | 1,371,144 | | | | | | 17% | | |
Payam Zamani(7)
|
| | | | 1,335,271 | | | | | | 26% | | | | | | | | | | | | 0% | | | | | | 1,335,271 | | | | | | 17% | | |
Brad Handler(8)
|
| | | | 164,528 | | | | | | 3% | | | | | | 45,131 | | | | | | 2% | | | | | | 209,659 | | | | | | 3% | | |
David Kallery(9)
|
| | | | 24,021 | | | | | | 0%* | | | | | | 289,099 | | | | | | 10% | | | | | | 313,120 | | | | | | 4% | | |
Robert Kaiden(10)
|
| | | | 47,810 | | | | | | 1% | | | | | | | | | | | | 0%* | | | | | | 47,810 | | | | | | 1% | | |
Michael Armstrong(11)
|
| | | | 10,300 | | | | | | 0%* | | | | | | | | | | | | 0% | | | | | | 10,300 | | | | | | 0%* | | |
Scott Berman(12)
|
| | | | 14,737 | | | | | | 0%* | | | | | | | | | | | | 0% | | | | | | 14,737 | | | | | | 0%* | | |
Ann Payne(13)
|
| | | | 11,068 | | | | | | 0%* | | | | | | | | | | | | 0% | | | | | | 11,068 | | | | | | 0%* | | |
Eric Grosse(14)
|
| | | | 177,735 | | | | | | 3% | | | | | | | | | | | | 0% | | | | | | 177,735 | | | | | | 2% | | |
John Melicharek(15)
|
| | | | 5,000 | | | | | | 0%* | | | | | | | | | | | | 0% | | | | | | 5,000 | | | | | | 0%* | | |
May Samali(16)
|
| | | | | | | | | | 0% | | | | | | | | | | | | 0% | | | | | | 0 | | | | | | 0% | | |
All directors and executive officers as a group (11) persons)(17)
|
| | | | 1,920,153 | | | | | | 37% | | | | | | 1,575,691 | | | | | | 55% | | | | | | 3,495,844 | | | | | | 44% | | |
August 16, 2024
DEFINITIONS
SALE AND PURCHASE OF THE SECURITIES
REPRESENTATIONS AND WARRANTIES
ADDITIONAL AGREEMENTS
REGISTRATION RIGHTS
MISCELLANEOUS
1820 Bonanza Street
Walnut Creek, CA 94596
Attention: Payam Zamani
Email: [email protected]
450 Lexington Avenue
New York, NY 10017
Attention: Derek Dostal
Email: [email protected]
1550 17th Street, Suite 500
Denver, CO 80202
Attention: John Elofson
[email protected]
|
By:
|
| |
|
|
of
INSPIRATO INCORPORATED
2,915,451 Shares of
Class A Common Stock
(subject to adjustment)
Denver, CO 80202
Denver, CO 80202
Walnut Creek, CA 94596
New York, NY 10017
Title:
Title:
Number of Shares with respect to which the Warrant is being exercised: |
|
Aggregate Exercise Price to be paid in cash or by wire transfer: |
|
| Holder: | | |
|
|
| By: | | |
|
|
| Name: | | |
|
|
| Title: | | |
|
|
| ASSIGNOR: | | |
|
|
| COMPANY: | | | INSPIRATO INCORPORATED | |
| WARRANT: | | | THE WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK ISSUED ON [•], 2024 (THE “WARRANT”) | |
| DATE: | | |
|
|
| Name of Assignee: | | |
|
|
| Address of Assignee: | | |
|
|
| Number of Shares Assigned: | | |
|
|
| Assignor: | | |
|
|
| By: | | |
|
|
| Name: | | |
|
|
| Title: | | |
|
|
| Assignee: | | |
|
|
| By: | | |
|
|
| Name: | | |
|
|
| Title: | | |
|
|
1820 Bonanza Street
Walnut Creek, CA 94596
Attention: Payam Zamani
1544 Wazee Street
Denver, CO 80202
Attention: Brent Wadman
1550 17th Street, Suite 500
Denver, Colorado 80202
Attn: John Elofson
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | | | |
Owned Shares*
|
| |||
Name
|
| |
Address
|
| |
Class A
Common Stock |
| |
Class V
Common Stock |
|
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |