0001104659-24-100334.txt : 20240916
0001104659-24-100334.hdr.sgml : 20240916
20240916205914
ACCESSION NUMBER: 0001104659-24-100334
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240913
FILED AS OF DATE: 20240916
DATE AS OF CHANGE: 20240916
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zamani Payam
CENTRAL INDEX KEY: 0001487654
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39791
FILM NUMBER: 241302352
MAIL ADDRESS:
STREET 1: 12667 ALCOSTA BOULEVARD
STREET 2: SUITE 200
CITY: SAN RAMON
STATE: CA
ZIP: 94583
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Inspirato Inc
CENTRAL INDEX KEY: 0001820566
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1544 WAZEE STREET
CITY: DENVER
STATE: CO
ZIP: 80202
BUSINESS PHONE: 303-586-7771
MAIL ADDRESS:
STREET 1: 1544 WAZEE STREET
CITY: DENVER
STATE: CO
ZIP: 80202
FORMER COMPANY:
FORMER CONFORMED NAME: Thayer Ventures Acquisition Corp
DATE OF NAME CHANGE: 20200806
4
1
tm2424191-1_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-09-13
0
0001820566
Inspirato Inc
ISPO
0001487654
Zamani Payam
C/O INSPIRATO INCORPORATED
1544 WAZEE STREET
DENVER
CO
80202
1
1
1
0
CHIEF EXECUTIVE OFFICER
0
CLASS A COMMON STOCK
2024-09-13
4
P
0
1580180
5420020
A
2795451
I
See footnotes (1) and (2) below.
CLASS A COMMON STOCK
1000000
D
WARRANT (RIGHT TO BUY)
3.43
2024-09-13
4
P
0
2915451
0
A
2024-09-13
CLASS A COMMON STOCK
2915451
2915451
I
See footnotes (1) and (2) below.
On August 12, 2024, Inspirato Incorporated (the "Company") entered into an 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 following certain related transfers of Tranche 1 Shares, 915,271 shares of Class A Common Stock were deemed to be directly beneficially owned by One Planet Group LLC and indirectly beneficially owned by Mr. Payam Zamani, while 300,000 shares of Class A Common Stock were deemed to be indirectly beneficially owned by both One Planet Group LLC and Mr. Zamani. The Tranche 2 Purchase was consummated on September 13, 2024. Following the Tranche 2 Purchase, as described above, a total of (x) 2,495,451 shares of Class A Common Stock and (y) a warrant to purchase up to 2,915,451 shares of Class A Common Stock may be deemed to be directly beneficially owned by One Planet Group LLC and indirectly beneficially owned by Mr. Zamani, while 300,000 shares of Class A Common Stock may be deemed to be indirectly beneficially owned by both One Planet Group LLC and Mr. Zamani.
The later of (i) September 13, 2029 or (ii) in the case of a Fundamental Change (as defined in the Warrant) which is publicly announced before September 13, 2029 but which closes after September 13, 2029, the closing date of such Fundamental Change.
There was no separate consideration for the Tranche 2 Shares and the Warrant Shares; the Tranche 2 Purchase was considered a single transaction for an aggregate purchase price of $5,420,020.
/S/ SILVIA HALL, BY POWER OF ATTORNEY
2024-09-16