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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Inspirato Inc (Name of Issuer) |
Class A Common Stock, par value $ 0. 0001 per share (Title of Class of Securities) |
45791E206 (CUSIP Number) |
Brent Handler 240 St Paul St Suite 400, Denver, CO, 80206 (720) 689-3385 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/29/2023 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 45791E206 |
| 1 |
Name of reporting person
Brent Handler | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,005,700.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The amount reported in rows 7 and 9 consists of 148,895 shares of Class A common stock held of record by Brent Handler (the "Reporting Person"). All share amounts reported herein reflect a 1-for-20 reverse split of the Issuer's Class A common stock effected on October 16, 2023.
(2) The amount reported in rows 8 and 10 consists of (i) 837,946 shares of Class A common stock held of record by Brent L. Handler Revocable Trust for which the Reporting Person serves as a trustee and (ii) 18,859 shares of Class A common stock held of record by the Brent L. Handler Descendant's Trust for which the reporting person serves as a trustee.
(3) The reported percentage is based on the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Person as set forth in Row 11 by (b) 10,815,266 shares of Class A common stock outstanding as of October 24, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission on October 30, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $ 0. 0001 per share | |
| (b) | Name of Issuer:
Inspirato Inc | |
| (c) | Address of Issuer's Principal Executive Offices:
1544 Wazee Street, Denver,
COLORADO
, 80202. | |
Item 1 Comment:
This Amendment No. 2 (the "Amendment"), which amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 22, 2022, as amended (the "Original Schedule 13D") filed on behalf of Brent Handler (the "Reporting Person"), relates to the Class A common stock, par value $0.0001 per share ("Common Stock"), of Inspirato Incorporated, a Delaware corporation (the "Issuer").
The Original Schedule 13D is hereby amended to the extent hereinafter expressly set forth and, except as amended hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of Item 4:
Effective September 26, 2023, the Reporting Person resigned as Chief Executive Officer of the Issuer. Subsequently, effective September 3, 2024, the Reporting Person resigned as a member of the Board of Directors of the Issuer.
As previously disclosed, the Reporting Person entered into a Voting Agreement dated August 7, 2023 with Oakstone Ventures, Inc. and the Issuer, expiring on the earlier to occur of (a) the consummation of the Purchase contemplated by the Investment Agreement (as previously defined and described in Item 4 of this statement) and (b) such time as the Investment Agreement is terminated in accordance with its terms. On September 29, 2023, the Issuer effected the closing of the Purchase, resulting in the expiration of the Voting Agreement. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See responses to Items 11 and 13 on the cover page of this filing, which are incorporated herein by reference. | |
| (b) | See responses to Items 7, 8, 9 and 10 on the cover page of this filing, which are incorporated herein by reference. | |
| (c) | Information concerning transactions in the shares of Common Stock effected within the last 60 days by the Reporting Person is set forth in Annex I of this Schedule 13D. | |
| (d) | To the knowledge of the Reporting Person, other than as described in this Schedule 13D/A, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by him. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Annex I | ||
| 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.
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