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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Inspirato Incorporated (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
45791E107 (CUSIP Number) |
Brent Handler 5 Covington Drive, Englewood, CO, 80113 2063894533 Brad Handler 3621 21st Street, Boulder, CO, 80304 2063894533 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/18/2025 (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. | 45791E107 |
| 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
528,907.00 | ||||||||
| 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)
4.2 % | ||||||||
| 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 22,218 shares of Class A common stock held of record by Brent Handler.
(2) The amount reported in rows 8 and 10 consists of (i) 487,830 shares of Class A common stock held of record by Brent L. Handler Revocable Trust for which Brent Handler 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 Brent Handler 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) 12,469,941 shares of Class A common stock outstanding as of August 11, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 13, 2025.
SCHEDULE 13D
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| CUSIP No. | 45791E107 |
| 1 |
Name of reporting person
Bradley A. 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)
| ||||||||
| 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
481,235.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The amount reported in rows 8 and 10 consists of (i) 481,235 shares of Class A common stock held of record by Handler Revocable Trust for which Bradley Handler serves as a trustee and (ii) 334,497 shares of Class A common stock held of record by the HFIN 2020 Trust for which Bradley Handler is the beneficiary.
(2) 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) 12,469,941 shares of Class A common stock outstanding as of August 11, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 13, 2025.
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 Incorporated | |
| (c) | Address of Issuer's Principal Executive Offices:
1544 Wazee Street, Denver,
COLORADO
, 80202. | |
Item 1 Comment:
This Amendment No. 3 (the "Amendment"), which supplements and amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 31, 2025, as amended on September 3, 2025 and September 5, 2025 (as amended, the "Original Schedule 13D") filed on behalf of Brent Handler and Bradley Handler, collectively referred to herein as the "Reporting Persons", relating to the Class A Common Stock, par value $0.0001 per share ("Shares"), of lnspirato Incorporated, a Delaware corporation (the "Issuer" or "lnspirato"). 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 but not defined in this Amendment shall have the same meanings herein as are ascribed to such terms in the Original Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
(a) and (b)
On September 18, 2025, the Reporting Persons received a copy of an updated non-binding written proposal (the "Revised Exclusive Proposal") from Exclusive Investments, LLC ("Exclusive") to acquire Inspirato for an all-cash purchase price of $3.50 per share, an increase from Exclusive's prior offer. A copy of the Revised Exclusive Proposal is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
On September 18, 2025 the Reporting Persons issued a letter to the Inspirato Board stating that they were supportive of a transaction on the terms included in the Revised Exclusive Proposal and their belief that the Inspirato Board should take the Revised Exclusive Proposal seriously as being in the best interests of all stockholders of the Issuer. A copy of the Reporting Persons letter to the Issuer is attached hereto as Exhibit 99.2, which is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number of shares of Class A common stock to which this Schedule 13D relates is 1,010,142, representing 8.1% of the outstanding shares of Class A common stock, outstanding as of August 11, 2025, based on 12,469,941 shares of Class A common stock, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 13, 2025.
The aggregate number of shares of Class A common stock beneficially owned by Brent Handler is 528,907 which includes (i) 22,218 shares of Class A common stock directly beneficially owned by Brent Handler; (ii) 487,830 shares of Class A common stock indirectly beneficially owned by Brent Handler by virtue of his position as a trustee of the Brent L. Handler Revocable Trust; and (iii) 18,859 shares of Class A common stock indirectly beneficially owned by the Reporting Person by virtue of his position as a trustee of the SLH Descendant's Trust.
The aggregate number of shares of Class A common stock beneficially owned by Bradley Handler is 481,235 which includes (i) 146,738 shares of Class A common stock indirectly beneficially owned by Bradley Handler by virtue of his position as a trustee of the Handler Revocable Trust; and (ii) 334,497 shares of Class A common stock indirectly beneficially owned by Bradley Handler by virtue of his position as the beneficiary of the HFIN 2020 Trust.
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| (b) | See responses to Items 7, 8, 9 and 10 on the cover pages of this filing, which are incorporated herein by reference. | |
| (c) | Information concerning transactions in the shares of Common Stock effected in the 60 days prior to this filing by the Reporting Persons is set forth in Annex I of this Amendment. | |
| (d) | To the knowledge of the Reporting Person, other than as described in this Schedule 13D, 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 it. | |
| (e) | Not Applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Offer Letter
Letter to Inspirato from Reporting Persons | ||
| 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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