INSPIRATO INCORPORATED SEC Filings

Stoney Lonesome HF LP, Coghill Capital Management LLC, Drake Helix Holdings, LLC, CDC Financial, Inc., and Clint D. Coghill report beneficial ownership positions in Inspirato Inc. The filing covers Class A common stock and discloses that Stoney Lonesome directly owns 633,271 shares (~5.1% of outstanding shares) and Drake Helix directly owns 36,000 shares (~0.3%), with CDC Financial and Mr. Coghill potentially attributable to a combined 669,271 shares (~5.4%). The aggregate purchase prices disclosed are approximately $3,349,904 for Stoney Lonesome's shares and $121,947 for Drake Helix's shares, acquired with working capital.

The reporting persons state they issued a presentation on September 2, 2025 opposing the proposed merger between Inspirato and Buyerlink, asserting that the merger would harm minority stockholders, that the board’s approval process was flawed, that CEO Payam Zamani would receive a substantial windfall, and that the combined company would create a conglomerate without apparent synergies. Exhibits referenced include a transactions schedule and the presentation.

Inspirato (ISPO) is asking shareholders to approve a merger with Buyerlink that would issue 73,941,230 shares of Inspirato Common Stock and 8,262,327 shares of Inspirato Preferred Stock (each prior to a proposed 5-for-1 reverse split) to One Planet Ops in exchange for Buyerlink, based on a Buyerlink equity valuation of $326.3 million. For accounting, Inspirato used a pre-split equity valuation of $38.5 million (~$3.09 per share). The preferred shares will accrue 7.0% annual dividends, carry a $3.61 liquidation preference and convert 1:1 into common stock. The transaction would make Buyerlink an operating subsidiary and, after closing, One Planet Ops would own ~91% of outstanding shares and CEO Payam Zamani would beneficially own ~92%, greatly diluting current holders (12,469,941 shares outstanding at the record date). The board and a Special Committee unanimously recommend voting FOR the Stock Issuance, Authorized Shares increase to 180 million common/16 million preferred, the 5-for-1 Reverse Split, and an Adjournment proposal. Roth Capital provided a fairness opinion to the Special Committee. The Merger requires stockholder and regulatory approvals and may be accounted for as a reverse merger with Buyerlink treated as the accounting acquirer. The proxy highlights material risks including significant dilution and governance changes, Nasdaq listing and reverse-split implications, integration and operational risks, and customary closing conditions and regulatory filings.

Inspirato Inc. insider filing shows CEO and director Payam Zamani purchased shares and reports existing holdings. The Form 4 discloses that on 08/26/2025 Mr. Zamani acquired 20,000 shares of Class A common stock at a weighted-average price of $2.96 per share. After the transaction, 1,170,000 shares are reported as directly beneficially owned and 4,288,928 shares are reported as indirectly beneficially owned, with a footnote explaining 300,000 of those shares are held by an affiliated entity controlled by One Planet Group and Mr. Zamani. The form was signed by Brent Wadman by power of attorney on 08/27/2025.

Arthur, Michael J., identified as Chief Financial Officer and director of Inspirato Inc. (ISPO), reported a non-discretionary sale of 261 shares of Class A common stock on 08/22/2025 under transaction code F(1). The sales were effected to satisfy tax withholding obligations related to RSU vesting and were executed at a weighted average price of $2.96, with individual sale prices reported in the range of $2.94 to $3.. Following the transaction, the reporting person directly beneficially owned 102,931 shares. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 08/25/2025.

Inspirato Inc. Chief Executive Officer Payam Zamani purchased 4,000 shares of Class A common stock on 08/21/2025 at a weighted average price of $2.95 per share. After the reported purchase, Mr. Zamani is shown as directly beneficially owning 1,150,000 shares and indirectly beneficially owning 4,284,928 shares of Class A common stock. The filing uses transaction code "P" indicating a purchase and discloses the weighted average purchase price reflects multiple trades at prices ranging from $2.90 to $2.995. Footnotes state 300,000 of the indirectly held shares are held by an affiliated entity controlled by One Planet Group LLC, over which Mr. Zamani has voting and dispositive power as President and CEO of One Planet Group.

Inspirato Inc. director and CEO Payam Zamani reported purchases of Class A common stock on August 18-19, 2025. He acquired 3,000 shares on 08/18/2025 at a weighted average price of $3.15 and 3,000 shares on 08/19/2025 at a weighted average price of $3.01. The filing shows 1,143,000 and 1,146,000 shares beneficially owned following those reported transactions, and discloses a total of 4,284,928 shares of Class A common stock as beneficially owned in Table I, including 300,000 shares held by an affiliated entity controlled through One Planet Group LLC. The filing states Mr. Zamani, as President and CEO of One Planet Group, has voting and dispositive power over those affiliated shares.

Inspirato reported Q2 2025 revenue of $63.1 million, down from $67.4 million a year earlier, with six-month revenue of $129.0 million versus $147.6 million in 2024. Gross margin improved modestly to $17.4 million for the quarter while operating expense line items declined, driving a narrower net loss attributable to Inspirato of $5.3 million for the quarter and $3.7 million year-to-date.

Liquidity remains constrained: cash and cash equivalents were $16.7 million and restricted cash $13.0 million at June 30, 2025, and total equity remains a deficit of $129.7 million. Management has pursued a Reorganization Plan, obtained a twelve-month forbearance from Oakstone on its 8% convertible note, received $2.0 million from Investment Warrant exercises, and announced a Merger Agreement with Buyerlink that, if completed, contemplates issuing sizable Class A and preferred share consideration and board control rights to One Planet Ops.

Inspirato announced that it furnished a press release reporting its financial results for the three months ended June 30, 2025. The press release is provided as Exhibit 99.1 to this Form 8-K, but the 8-K text does not include the financial figures themselves.

The company states it distributes material information broadly under Regulation FD via SEC filings, press releases, conference calls, webcasts, its investor website, its blog, and Twitter. The filing also specifies that the furnished information is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference except where expressly stated.