Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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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) |
09/03/2025 (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)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
537,982.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 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 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) 496,905 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)
| ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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. 1 (the "Amendment"), which supplements and amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 31, 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 Inspirato Incorporated, a Delaware corporation (the "Issuer" or "Inspirato"). 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) As previously disclosed, the Reporting Persons have delivered to the Issuer a demand, pursuant to Section 220 of the Delaware General Corporation Law, to inspect certain books and records of the Issuer (the "220 Demand") to allow the Reporting Persons to investigate the actions of the Issuer's senior management and board of directors pertaining to the Issuer's proposed merger with Buyerlink, Inc. (the "Proposed Merger") and the related transactions described in the Issuer's preliminary proxy statement filed on July 25, 2025. As of the date hereof, the 220 Demand is still pending, and the Reporting Persons have not yet received substantive responsive materials. On August 29, 2025, the Issuer filed a definitive proxy statement related to the Proposed Merger (the "Proxy Statement"). After a careful review of the Proxy Statement, the Reporting Persons remain skeptical of the value of this combination for existing stockholders of the Issuer. The ISPO brand stands for luxury travel experiences all around the world for its members. We do not see how a business such as Buyerlink that is in a highly competitive industry that is facing a transformation in search engine based advertising provides any benefits for ISPO stockholders. The Reporting Persons have also reviewed the public presentation of the Issuer's largest minority stockholder (the "Stockholder Presentation") and have significant concerns with the issues that were flagged in such Stockholder Presentation. In particular, based on a review of the Proxy Statement and the Stockholder Presentation, we have significant concerns regarding the process conducted by lnspirato and its board of directors in agreeing to the Proposed Merger with an entity wholly-owned by Payam Zamani and whether such process was conducted in an appropriate manner to obtain the highest value for all stockholders of lnspirato. Given the current facts as presented in the Proxy Statement, we intend to vote against the Proposed Merger. In stating our opposition to this deal publicly, we mean only to attempt to educate other lnspirato investors, including holders of the approximately 66% of outstanding shares as of the record date not subject to a voting agreement, in the hope that they will agree with our analysis and vote against this deal as currently structured. | ||
| 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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