UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. 2)*

Inspirato Incorporated

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

45791E 206

(CUSIP Number)

John Lambrech

W Capital Management, LLC

400 Park Avenue, Suite 910

New York, NY 10022

(212) 561-5240

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 30, 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. ☐

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.

CUSIP No. 45791E 206

CUSIP No. 45791E 206

CUSIP No. 45791E 206

CUSIP No. 45791E 206

CUSIP No. 45791E 206

CUSIP No. 45791E 206

Explanatory Note

On April 30, 2024, AXA IM US Group Holding Inc. completed the acquisition (the “Acquisition”) of W Capital Management, LLC, who serves as the investment manager of W Capital Partners III, L.P. This Amendment No. 2 to Schedule 13D is the initial filing on Schedule 13D of W Capital Management, LLC, AXA IM US Group Holding Inc., AXA Investment Managers S.A., and AXA S.A., and is Amendment No. 2 with respect to the Schedule 13D filed by W Capital Partners III, L.P. Capitalized terms used herein but not otherwise defined have the meanings provided in the Schedule 13D filed by W Capital Partners III, L.P. on February 22, 2022 (the “Initial Schedule 13D”) and Amendment No. 1 to the Initial Schedule 13D filed on February 2, 2023.

Item 1. Security and Issuer

Item 1 of the Schedule 13D is amended and supplemented as follows:

This Schedule 13D is filed with respect to the Class A common stock, par value $0.0001 per share (“Common Stock”), of Inspirato Incorporated, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1544 Wazee Street, Denver, CO 80202.

Item 2. Identity and Background

Item 2 of the Schedule 13D is amended and supplemented as follows:

(a) – (c) This Schedule 13D is being filed by:

W Capital Partners III, L.P. (“W Capital Partners”), W Capital Management, LLC (“W Capital Management”), AXA IM US Group Holding Inc. (“AXA IM US”), AXA Investment Managers S.A. (“AXA Investment Managers”), and AXA S.A. (“AXA”). W Capital Management is the investment manager of W Capital Partners. As a result of the Acquisition, AXA IM US is the sole member of W Capital Management. AXA Investment Managers is the sole owner of AXA IM US. AXA is the controlling shareholder of AXA Investment Managers.

The address of the principal offices of each of W Capital Partners and W Capital Management is 400 Park Avenue, Suite 910, New York, NY 10022. The address of the principal office of AXA IM US is 251 Little Falls Drive, Wilmington, DE 19808. The address of the principal office of AXA Investment Managers is 6 Place de la Pyramide, Tour Majunga, La Defense 9, 92800 Puteaux, France. The address of the principal office of AXA is 25 avenue Matignon, 75008 Paris, France. David Wachter is the managing member of W Capital Partners and W Capital Management (the “Managing Member”). The executive officers and directors of AXA are set forth in Schedule A hereto. The principal business of W Capital Partners is holding investments. The principal business of W Capital Management is to act as a secondaries investor. The principal business of AXA IM US and AXA Investment Managers is to act as holding companies. The principal businesses of AXA are property-casualty insurance, life & savings, and asset management.

(d) During the past five years, none of the Reporting Persons nor the Managing Member nor any of the persons set forth on Schedule A have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons nor the Managing Member nor any of the persons set forth on Schedule A are, nor during the last five years have been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of W Capital Partners, W Capital Management and AXA IM US are organized in Delaware. Each of AXA Investment Managers and AXA are organized in France.

CUSIP No. 45791E 206

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and supplemented as follows:

The securities reported on this Schedule 13D were acquired in connection with the Business Combination Agreement (as defined in the Initial Schedule 13D). AXA IM US acquired W Capital Management pursuant to the Acquisition (as defined in above).

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented as follows:

The information set forth in Item 4 of the Initial Schedule 13D is incorporate herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and supplemented as follows:

(a) and (b) See Items 7-11 and 13 of the cover pages of this Amendment No. 2 to Schedule 13D and Item 2 above.

The percentages set forth on the cover pages are based on 5,153,998 shares of Class A Common Stock outstanding as of August 16, 2024, as reported in the Issuer’s definitive proxy statement filed on August 26, 2024, and does not give effect to the 2,857,635 shares of Class V Common Stock outstanding as of August 8, 2024 as reported by the Issuer.

(c) The Reporting Persons have not effected any transactions in the Issuer’s securities within the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended and supplemented as follows:

The information set forth in Item 6 of the Initial Schedule 13D is incorporated by reference herein.

Item 7. Material to be Filed as Exhibits

Item 7 of the 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.

August 30, 2024

Schedule A

The officers and directors of AXA are set forth in the following table:

EXHIBIT 5

AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Inspirato, Inc., and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same document.

EXHIBIT 6

Power of attorney

The undersigned AXA S.A., a corporation duly organized under the laws of France (the “Company”), does hereby make, constitute and appoint each of Anthony Gilsoul, Victoria Warmé, Rena Kam, Isaac Eade and Monique Diaz acting severally, as its true and lawful attorneys-in-fact, for the purpose of, from time to time, executing in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, Including without limitation Forms 3, 4, 5, Schedules 13D, 13F, 13G and 13H and any amendments to any of the foregoing as may be required to be filed with the U.S. Securities and Exchange Commission, and delivering, furnishing or filing any such documents with the appropriate governmental, regulatory authority or other person, and giving and granting to each such attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by an attorney-in-fact named herein shall be conclusively evidenced by such person’s execution, delivery, furnishing or filing of the applicable document.

This power of attorney shall be valid from the date hereof and shall remain in full force and effect until either revoked in writing by the Company, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of this 15 October 2020.

EXHIBIT 7

Power of attorney

The undersigned AXA Investment Managers S.A, a corporation duly organized under the laws of France (the “Company”), does hereby make, constitute and appoint each of Anthony Gilsoul, Mireille Kahindo, Rena Kam, Isaac Eade and Monique Diaz acting severally, as its true and lawful attorneys-in-fact, for the purpose of, from time to time, executing in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, Including without limitation Forms 3, 4, 5, Schedules 13D, 13F, 13G and 13H and any amendments to any of the foregoing as may be required to be filed with the U.S. Securities and Exchange Commission, and delivering, furnishing or filing any such documents with the appropriate governmental, regulatory authority or other person, and giving and granting to each such attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by an attorney-in-fact named herein shall be conclusively evidenced by such person’s execution, delivery, furnishing or filing of the applicable document.

This power of attorney shall be valid from the date hereof and shall remain in full force and effect until either revoked in writing by the Company, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of this 09^th February 2023.