Material Event Form 8 K

Item 8.01 - Other Events

Approval of Mandatory Exchange

On August 30, 2024, the Board of Managers of Inspirato LLC (the "Company") approved a mandatory exchange of all units in Inspirato LLC, other than those held by the Company (the "Mandatory Exchange"), in connection with a "Continuing Member COC" resulting from the previously-announced investment in the Company by One Planet Group LLC ("One Planet").

Pursuant to the Mandatory Exchange, each member of Inspirato LLC other than the Company will exchange their common units for a number of shares of Class A common stock of the Company equal to the number of common units exchanged. This exchange will also involve the surrender and cancellation of the same number of outstanding shares of Class V common stock of the Company held by such members.

The Mandatory Exchange will be effective immediately prior to the consummation of the Continuing Member COC, which is expected to occur on September 30, 2024 as a result of One Planet acquiring beneficial ownership of more than 50% of the combined voting power of the Company's common stock.

Amendment to Investment Agreement

On August 12, 2024, the Company entered into an Investment Agreement (the "Investment Agreement") with One Planet. Pursuant to the Investment Agreement, among other things, One Planet was granted an option to acquire up to 728,863 shares of Class A common stock of the Company and warrants to purchase an additional 728,863 shares of Class A Common Stock (collectively, the "Optional Securities") for up to an aggregate purchase price of $2,500,000 (the "Option"). On August 30, 2024, the Company and One Planet entered into an amendment to the Investment Agreement to change the time period in which One Planet may exercise the Option. Under the Investment Agreement as amended, the Option may be exercised at any time on or after November 29, 2024 and prior to December 29, 2024.