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Delaware
(State or other jurisdiction of
incorporation or organization) |
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85-2426959
(I.R.S. Employer Identification No.)
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John Elofson
Davis Graham & Stubbs LLP 1550 17th Street, Suite 500 Denver, CO 80202 (303) 332-1605 |
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Brent Wadman
General Counsel and Corporate Secretary Inspirato Incorporated 1544 Wazee Street Denver, CO 80202 (303) 586-7771 |
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Large Accelerated Filer
☐
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Accelerated Filer
☐
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Non-accelerated Filer
☒
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Smaller Reporting Company
☒
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Emerging Growth Company
☒
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| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 14 | | | |
| | | | | 17 | | | |
| | | | | 19 | | | |
| | | | | 21 | | | |
| | | | | 25 | | | |
| | | | | 25 | | |
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Shares of Class A
Common Stock Beneficially Owned Prior to This Offering |
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Offered Shares
of Class A Common Stock |
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Shares of Class A Common
Stock Beneficially Owned After This Offering |
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Name of Selling Securityholder
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Number
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Number
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Number
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Percentage
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Securityholders affiliated with Brent Handler(1)
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| | | | 1,366,349 | | | | | | 1,241,461 | | | | | | 124,188 | | | | | | 1% | | |
Securityholders affiliated with Revolution Portico Holdings LLC(2)
|
| | | | 964,646 | | | | | | 914,646 | | | | | | 50,000 | | | | | | * | | |
Oakstone Ventures, Inc.(3)
|
| | | | 884,734 | | | | | | 884,734 | | | | | | 0 | | | | | | * | | |
KPCB Holdings, Inc., as nominee(4)
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| | | | 594,504 | | | | | | 30,562 | | | | | | 563,942 | | | | | | 6% | | |
Securityholders affiliated with W Capital Partners III, LP(5)
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| | | | 364,571 | | | | | | 19,757 | | | | | | 344,814 | | | | | | 3% | | |
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Shares of Class A
Common Stock Beneficially Owned Prior to This Offering |
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Offered Shares
of Class A Common Stock |
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Shares of Class A
Common Stock Beneficially Owned After This Offering |
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Name of Selling Securityholder
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Number
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Number
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Number
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Percentage
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Securityholders affiliated with David Kallery(6)
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| | | | 309,295 | | | | | | 289,099 | | | | | | 20,196 | | | | | | * | | |
Web Neighbor(7)
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| | | | 120,832 | | | | | | 110,335 | | | | | | 10,497 | | | | | | * | | |
Securityholders affiliated with Brad Handler(8)
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| | | | 209,659 | | | | | | 45,131 | | | | | | 164,528 | | | | | | 1% | | |
Securityholders affiliated with Scot
Sellers(9) |
| | | | 88,907 | | | | | | 76,734 | | | | | | 12,173 | | | | | | * | | |
Brian Corbett(10)
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| | | | 73,420 | | | | | | 73,420 | | | | | | 0 | | | | | | * | | |
Putcher Ventures LLC(11)
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| | | | 73,420 | | | | | | 73,420 | | | | | | 0 | | | | | | * | | |
Peter Helme(12)
|
| | | | 23,371 | | | | | | 23,371 | | | | | | 0 | | | | | | * | | |
Christian G. Toraldo(13)
|
| | | | 7,451 | | | | | | 7,451 | | | | | | 0 | | | | | | * | | |
RFP Two LLC(14)
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| | | | 5,468 | | | | | | 5,468 | | | | | | 0 | | | | | | * | | |
Charles Schwab Trust Company of Delaware
TR Robson Family 2021 Delaware Trust 12/30/21(15) |
| | | | 5,466 | | | | | | 5,466 | | | | | | 0 | | | | | | * | | |
Philip Holthouse & Kathleen M Holthouse Living Trust Dated 07/18/2000(16)
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| | | | 4,470 | | | | | | 4,470 | | | | | | 0 | | | | | | * | | |
TPVG Investment LLC(17)
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| | | | 3,625 | | | | | | 3,625 | | | | | | 0 | | | | | | * | | |
Scott Booth(18)
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| | | | 3,344 | | | | | | 3,344 | | | | | | 0 | | | | | | * | | |
Nancy Torres & Michael A Torres TR NCT 2010 Irrevocable Trust 9/24/10(19)
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| | | | 3,246 | | | | | | 3,246 | | | | | | 0 | | | | | | * | | |
Robert Page(20)
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| | | | 2,844 | | | | | | 2,844 | | | | | | 0 | | | | | | * | | |
Rod Fallow(21)
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| | | | 2,844 | | | | | | 2,844 | | | | | | 0 | | | | | | * | | |
MAF Management LTD Defined Benefit Pension Plan(22)
|
| | | | 2,524 | | | | | | 2,524 | | | | | | 0 | | | | | | * | | |
Triplepoint Venture Growth BDC Corp(23)
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| | | | 2,455 | | | | | | 2,455 | | | | | | 0 | | | | | | * | | |
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SEC Registration Fee
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| | | $ | 2,350 | | |
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Printing Costs
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| | | | 30,000 | | |
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Accountants Fees and Expenses
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| | | | 15,000 | | |
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Legal Fees and Expenses
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| | | | 15,000 | | |
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Miscellaneous (including any applicable listing fees, rating agency fees, trustee and transfer agent fees and expenses)
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| | | | 5,000 | | |
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Total
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| | | $ | 67,350 | | |
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Exhibit
Number |
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Provided
Herein |
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Incorporated by Reference
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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| 2.1 | | | | | | | |
8-K
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001-39791
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2.1
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June 30, 2021
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| 2.2 | | | | | | | |
8-K
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001-39791
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1.1
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September 15, 2021
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| 3.1 | | | | | | | |
10-Q
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001-39791
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3.1
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November 9, 2023
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| 3.1.1 | | | | | | | |
8-K
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001-39791
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3.2
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October 4, 2023
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| 3.1.2 | | | | | | | |
8-K
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001-39791
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3.2
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October 18, 2023
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Exhibit
Number |
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Provided
Herein |
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Incorporated by Reference
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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| 3.2 | | | | | | | |
8-K
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001-39791
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3.2
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February 14, 2022
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| 3.3 | | | | | | | |
8-K
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001-39791
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3.1
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October 18, 2023
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| 4.1 | | | | | | | |
S-8
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333-264331
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4.1
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April 15, 2022
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| 4.2 | | | | | | | |
8-K
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001-39791
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4.1
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August 8, 2023
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| 5.1 | | | | | | | |
S-3
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333-282181
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5.1
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September 17, 2024
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| 23.1 | | | | | | | |
S-3
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333-282181
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23.1
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September 17, 2024
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| 23.2 | | | | |
X
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| 24.1 | | | | |
X
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| 107 | | | | | | | |
S-3
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333-282181
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107
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September 17, 2024
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Signature
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Title
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Date
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/s/ Payam Zamani
Payam Zamani
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Chief Executive Officer, Executive Chairman and Director
(Principal Executive Officer) |
| | October 8, 2024 | |
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/s/ Payam Zamani, as attorney-in-fact
Robert Kaiden
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
| | October 8, 2024 | |
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/s/ Payam Zamani, as attorney-in-fact
Michael Armstrong
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| | Director | | | October 8, 2024 | |
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/s/ Payam Zamani, as attorney-in-fact
Scott Berman
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| | Director | | | October 8, 2024 | |
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/s/ Payam Zamani, as attorney-in-fact
David Kallery
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| | Director | | | October 8, 2024 | |
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/s/ Payam Zamani, as attorney-in-fact
Ann Payne
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| | Director | | | October 8, 2024 | |
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/s/ Payam Zamani, as attorney-in-fact
May Samali
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| | Director | | | October 8, 2024 | |
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/s/ Julie Wainwright
Julie Wainwright
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| | Director | | | October 8, 2024 | |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated March 12, 2024, relating to the consolidated financial statements of Inspirato Incorporated (the Company) appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO USA, P.C. | |
Denver, Colorado | |
October 8, 2024 |