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. 2)*

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 29, 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 No. 2 amends and supplements the Schedule 13D filed by One Planet Group LLC (or “OPG”) and Payam Zamani on August 16, 2024 and amended on September 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 (the “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. The Investment Agreement was amended on August 30, 2024.

On September 29, 2024, a family member of Payam Zamani agreed to grant to One Planet Group LLC sole voting power with respect to the 70,000 shares of Class A Common Stock held by such family member of Mr. Zamani (the “Additional Voting Shares”), as of the date of such agreement and until the date on which the Company’s next annual meeting is held. Accordingly, as of September 29, 2024, One Planet Group LLC and Payam Zamani were deemed to beneficially own the Additional Voting Shares.

The Investment Agreement, as amended, provides One Planet Group LLC with an option (the “Option”) to purchase (i) up to 728,863 additional shares of Class A Common Stock and (ii) warrants to purchase an additional 728,863 shares of Class A Common Stock (the securities so purchased being referred to as the “Optional Securities”) for up to an aggregate purchase price of $2,500,000, where the purchase price for each share of Class A Common Stock will be the same per share purchase price as in the Tranche 1 Purchase and where the Company will deliver a number of warrants equal to the number of shares of Class A Common Stock being purchased as part of the Option. The Option may be exercised on a one-time basis at any time on or after November 29, 2024 and prior to December 29, 2024. Accordingly, as of September 30, 2024, One Planet Group LLC and Payam Zamani were deemed to beneficially own the Optional Securities.

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 7,238,628 shares of Class A Common Stock (consisting of 3,594,314 shares of Class A Common Stock and warrants to purchase up to 3,644,314 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.

As of September 29, 2024, One Planet Group LLC and Payam Zamani were deemed to beneficially own the Additional Voting Shares.

As of September 30, 2024, One Planet Group LLC and Payam Zamani were deemed to beneficially own the Optional Securities provided for in the Investment Agreement, as amended.

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 30, 2024