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
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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) |
07/31/2025 (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
| ||||||||
| 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) 12,440,577 shares of Class A common stock outstanding as of April 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Securities and Exchange Commission on May 8, 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) 12,440,577 shares of Class A common stock outstanding as of April 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Securities and Exchange Commission on May 8, 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 Schedule 13D relates to the Class A common stock, par value $0.0001 per share ("Class A common stock"), of Inspirato Incorporated (the "Issuer"). The principal executive office of the Issuer is located at 1544 Wazee Street, Denver, Colorado 80202. The Issuer's Class A common stock is listed on The Nasdaq Capital Market ("Nasdaq") under the symbol "ISPO." | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by Brent Handler and Bradley Handler, collectively referred to herein as the "Reporting Persons." | |
| (b) | The address for the principal business address of Brent Handler is 5 Covington Drive, Englewood, CO, 80113. The address for the principal business address for Bradley Handler is 3621 21st Street, Boulder, CO 80304. | |
| (c) | The present principal occupation of each of the Reporting Persons is as follows: (i) Brent Handler - private investor; and (ii) Bradley Handler - private investor. | |
| (d) | During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the past five years, none of the Reporting Persons 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 any 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 the Reporting Persons is a natural person and citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
As of the date hereof, Brent Handler beneficially owns an aggregate of 537,982 shares of Class A common stock of the Issuer. As of the date hereof, Bradley Handler beneficially owns an aggregate of 481,235 shares of Class A common stock of the Issuer. Each of the Reporting Persons received certain of the securities reported herein pursuant to the Issuer's Business Combination Agreement, dated as of June 30, 2021. Additionally, the Reporting Persons acquired certain of securities pursuant to a Subscription Agreement by and between the Issuer and the Reporting Persons, dated as of June 30, 2021. In addition, each of the Reporting Persons acquired beneficial ownership of certain shares of Class A common stock as a result of the vesting of equity awards granted to the Reporting Persons in consideration for their service as chief executive officer and executive chairman of the Issuer, respectively. The consideration used to acquire beneficial ownership of the shares of Class A common stock consisted solely of personal funds or service provided to the Issuer. | ||
| Item 4. | Purpose of Transaction | |
Brent Handler is a co-founder of Inspirato, former Chief Executive Officer and a former member of the Board of Directors of the Issuer. Bradley Handler is a co-founder of Inspirato, and former Executive Chairman of the Board of Directors of the Issuer. On July 31, 2025, the Reporting Persons 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"). The purpose of the 220 Demand is 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. and the related transactions described in the Issuer's preliminary proxy statement filed on July 25, 2025. Except as set forth herein, the Reporting Persons do not currently have any specific plan or proposal with respect to any action that would result in the occurrence of any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change their purpose and to formulate and implement plans or proposals with respect to the Issuer at any time and from time to time, including, but not limited to, purchasing or otherwise acquiring additional securities of the Issuer (subject to any contractual or other limitations that may current exist), selling or otherwise disposing of any securities of the Issuer beneficially owned by the Reporting Persons, in each case in the open market or in privately negotiated transactions or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons in light of, among other things, the results of the 220 Demand, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number of shares of Class A common stock to which this Schedule 13D relates is 1,019,217, representing 8.2% of the outstanding shares of Class A common stock, outstanding as of April 30, 2025, based on 12,440,577 shares of Class A common stock, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2025, filed with the Securities and Exchange Commission on May 8, 2025. The aggregate number of shares of Class A common stock beneficially owned by Brent Handler is 537,982 which includes (i) 22,218 shares of Class A common stock directly beneficially owned by Brent Handler; (ii) 496,905 shares of Class A common stock indirectly beneficially owned by Brent Handler by virtue of his position as a trustee of the Brent L. Handler Revocable Trust; and (iii) 18,859 shares of Class A common stock indirectly beneficially owned by the Reporting Person by virtue of his position as a trustee of the SLH Descendant's Trust. The aggregate number of shares of Class A common stock beneficially owned by Bradley Handler is 481,235 which includes (i) 146,738 shares of Class A common stock indirectly beneficially owned by Bradley Handler by virtue of his position as a trustee of the Handler Revocable Trust; and (ii) 334,497 shares of Class A common stock indirectly beneficially owned by Bradley Handler by virtue of his position as the beneficiary of the HFIN 2020 Trust. | |
| (b) | See responses to Items 7, 8, 9 and 10 on the cover pages of this filing, which are incorporated herein by reference. | |
| (c) | Information concerning transactions in the shares of Common Stock effected in the 60 days prior to this filing by the Reporting Persons is set forth in Annex I of this Schedule 13D. | |
| (d) | To the knowledge of the Reporting Person, other than as described in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by it. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Not applicable. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement 99.2 Annex A Information with Respect to Transactions of Common Stock | ||
| 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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