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Filing Details

Accession Number:: 0001104659-24-129447
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-12-17 17:33:13
Reporting Period:: 2024-12-09

Accepted Time:: 2024-12-17 17:33:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1820566	Inspirato Inc	ISPO	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1487654	Payam Zamani	C/O Inspirato Incorporated 1544 Wazee Street Denver CO 80202	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2024-12-09	728,863	$2,500,000.00	3,524,314	No	4	P	Indirect	See footnotes (1)(2) below.
Class A Common Stock	Acquisiton	2024-12-16	177,515	$600,000.00	3,701,829	No	4	P	Indirect	See footnote (3) below.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes (1)(2) below.
No	4	P	Indirect	See footnote (3) below.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	WARRANT (RIGHT TO BUY)	Acquisiton	2024-12-09	728,863	$0.00	728,863	$3.43

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,644,314	2024-12-09		No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	1,100,000	Direct

Footnotes

On August 12, 2024, Inspirato Incorporated (the "Company") entered into an investment agreement with One Planet Group LLC ("One Planet Group"), as amended on August 12, 2024 by a letter agreement between the parties (the "Investment Agreement"), relating to the issuance and sale from the Company to One Planet Group of (i) 2,495,451 shares of Class A common stock and (ii) warrants to purchase up to 2,915,451 shares of Class A common stock. Pursuant to the Investment Agreement, One Planet Group was granted an option to acquire up to 728,863 shares of Class A common stock of the Company and warrants to purchase an additional 728,863 shares of Class A common stock for an aggregate purchase price of up to $2,500,000 (the "Option"). On December 9, 2024, One Planet Group delivered notice of its election to exercise the Option in full.
The closing of the Option exercise occurred on December 9, 2024. The 3,524,314 shares of Class A common stock referenced in Box 5 includes 300,000 shares of Class A common stock that are held by an entity controlled by One Planet Group and its President and CEO, Mr. Zamani (the "Affiliated Entity"). In such capacity, Mr. Zamani has voting and dispositive power over the securities that are held by One Planet Group and the Affiliated Entity. As a result, 3,224,314 shares of Class A common stock may be deemed to be directly beneficially owned by One Planet Group and indirectly beneficially owned by Mr. Zamani, while the 300,000 shares of Class A common stock described above may be deemed to be indirectly beneficially owned by both One Planet Group and Mr. Zamani.
In connection with a Lease Termination and Surrender Agreement, dated as of August 12, 2024, between the Company and a third party, One Planet Group agreed to act as the guarantor of the termination fee owed by the Company for a fee of $600,000, to be paid to One Planet Group in six equal monthly installments beginning in January 2025 (the "Guarantee Fee"). On December 11, 2024, the Board of Directors of the Company approved an amendment to the payment terms of the Guarantee Fee pursuant to which the Company issued on December 16, 2024 to One Planet Group 177,515 shares of Class A common stock in lieu of cash. The shares of Class A common stock issued pursuant to the Guarantee Fee may be deemed to be directly beneficially owned by One Planet Group and indirectly beneficially owned by Mr. Zamani.
The later of (i) September 13, 2029 or (ii) in the case of a Fundamental Change (as defined in the warrant) that is publicly announced before September 13, 2029 but closes after September 13, 2029, the closing date of such Fundamental Change.