UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 22, 2024, Inspirato Incorporated (the “Company”) entered into an investment agreement (the “Investment Agreement”) with Tribridge Limited, a Cayman Islands company with principal offices in Hong Kong (“Tribridge”), and Julian MacQueen (together with Tribridge, the “Purchasers”) relating to the issuance and sale of 757,576 shares (the “Shares”) of Class A common stock, $0.0001 par value per share, of the Company (“Class A Common Stock”), including (i) 505,051 shares of Class A Common Stock to Tribridge for an aggregate purchase price of $2,000,000 and (ii) 252,525 shares of Class A Common Stock to Mr. MacQueen for an aggregate purchase price of $1,000,000. The closing of the transactions contemplated by the Investment Agreement occurred on October 24, 2024.
The Investment Agreement includes customary representations, warranties and covenants by the Company. The Investment Agreement also provides the Purchasers with certain registration rights with respect to the Shares.
The foregoing summary of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information related to the Investment Agreement contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The shares of Class A common stock of the Company issued and sold under the Investment Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act or Regulation S or Regulation D promulgated thereunder.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Investment Agreement, dated as of October 22, 2024, by and among Inspirato Incorporated, Tribridge Limited, and Julian MacQueen | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 25, 2024
| INSPIRATO INCORPORATED | |||
| By: | /s/ Payam Zamani | ||
| Name: | Payam Zamani | ||
| Title: | President and Chief Executive Officer | ||
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