Schedule 13G/A: Andris Upitis & Ocho Investments Hold 7.9% of Travelzoo

Rhea-AI Filing Summary

Ocho Investments LLC and its sole manager, Andris Upitis, report beneficial ownership of 879,894 shares of Travelzoo common stock, representing 7.9% of the class. The filing states that Upitis/Ocho have sole voting and sole dispositive power over the reported shares. The statement includes a certification that the securities were not acquired to change or influence control of the issuer. Ocho is identified as a Delaware limited liability company and Upitis as a U.S. citizen; the securities class is common stock.

Positive

• Material disclosure: Beneficial ownership of 879,894 shares representing 7.9% of the class
• Clear authority: Reported sole voting and sole dispositive power over the shares
• Certification included: Statement that shares were not acquired to change or influence control

Negative

• None.

Insights

Financial Analyst

TL;DR: A material >5% stake is reported with sole voting and dispositive power, yet the filer certifies no intent to influence control.

This Schedule 13G/A discloses a 7.9% beneficial position, which is large enough to be material to investors and could attract market attention. The declaration of sole voting and dispositive power clarifies control over the shares held, while the certification that the securities were not acquired to influence control signals passive intent under the filing type. Impact is primarily informational unless further filings indicate a change in intent or ownership.

Corporate Governance Expert

TL;DR: Above-5% ownership requires disclosure; certification of non-control reduces immediate governance concerns.

The disclosable stake exceeds the 5% threshold, triggering investor notice and regulatory reporting requirements. The explicit statement of sole voting/dispositive power identifies who exercises authority over the shares, which is important for governance transparency. The certification that the holdings were not acquired to effect control suggests the filer is not pursuing activist control, reducing the likelihood of near-term governance changes based solely on this filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

TRAVELZOO

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

89421Q205

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 89421Q205

1

Names of Reporting Persons

Ocho Investments LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 879,894.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 897,894.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

879,894.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Limited Liability Company

SCHEDULE 13G

CUSIP No. 89421Q205

1

Names of Reporting Persons

Upitis Andris

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 879,894.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 879,894.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

879,894.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.9 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TRAVELZOO
(b)	Address of issuer's principal executive offices: 590 MADISON AVENUE, 590 MADISON AVENUE, NEW YORK, NEW YORK, 10022.
Item 2.
(a)	Name of person filing: (1) Ocho Investments LLC, with respect to the shares of Common Stock directly held by it; and (2) Andris Upitis, as the sole manager and member of Ocho Investments LLC, with respect to the shares of Common Stock held by Ocho Investments LLC.
(b)	Address or principal business office or, if none, residence: 1401 Lavaca St, PMB 40912, Austin, TX 78701
(c)	Citizenship: (1) Ocho Investments LLC is a Delaware limited liability company. (2) Andris Upitis is a United States citizen.
(d)	Title of class of securities: Common stock, par value $0.01 per share
(e)	CUSIP No.: 89421Q205
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 879,894
(b)	Percent of class: 7.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 879,894
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 879,894
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Ocho Investments LLC

Signature:	/s/ Andris Upitis
Name/Title:	Manager
Date:	08/11/2025

Upitis Andris

Signature:	/s/ Andris Upitis
Name/Title:	Self
Date:	08/11/2025

FAQ

How many Travelzoo (TZOO) shares does Ocho Investments report owning?

The filing reports 879,894 shares beneficially owned by Ocho Investments/Andris Upitis, equal to 7.9% of the class.

Who are the reporting persons on the Schedule 13G/A for TZOO?

The reporting persons are Ocho Investments LLC Andris Upitis as its sole manager.

Does the filing state whether the filer has voting or dispositive power?

Yes. The filing states the filer has sole voting power and sole dispositive power over the reported shares.

Does the filing indicate an intent to influence control of Travelzoo (TZOO)?

The filing includes a certification that the securities were not acquired and are not held to change or influence control of the issuer.

What filing type was used to disclose this ownership for TZOO?

The ownership is disclosed on a Schedule 13G/A, indicating the reported filing type and amendment status shown in the document.