[SCHEDULE 13D/A] Inspirato Incorporated SEC Filing

Rhea-AI Filing Summary

Brent and Bradley Handler amended their Schedule 13D for Inspirato Incorporated’s Class A common stock to update ownership and their position on the issuer’s proposed merger with Buyerlink, Inc. Brent reports beneficial ownership of 537,982 shares (about 4.3%) and Bradley reports 481,235 shares (about 3.8%) based on 12,469,941 shares outstanding. The Reporting Persons have delivered a demand under Section 220 to inspect Inspirato’s books and records and state the demand remains pending. After reviewing the issuer’s definitive proxy statement and a public stockholder presentation, they express material skepticism about the value of the merger, concerns about the board’s process in approving a deal with an entity wholly owned by Payam Zamani, and state they intend to vote against the proposed merger.

Positive

• Section 220 demand filed — the Reporting Persons have formally sought inspection rights to examine the issuer’s books and records, indicating active oversight.
• Clear disclosure of holdings — Brent reports 537,982 shares (~4.3%) and Bradley reports 481,235 shares (~3.8%) based on 12,469,941 outstanding shares, improving transparency for investors.

Negative

• Public opposition to the Proposed Merger — the Reporting Persons state they intend to vote against the merger, which could reduce shareholder support for the transaction.
• Governance and process concerns — they allege the board’s process for approving a deal with an entity wholly owned by Payam Zamani may not have sought the highest value for all stockholders.

Insights

Corporate Governance Expert

TL;DR: Significant governance scrutiny: shareholders exercised Section 220 rights and publicly oppose a related-party merger.

The Reporting Persons' use of Section 220 to seek books and records signals serious governance concerns about deal process and disclosure. Publicly stating an intention to vote against the merger increases reputational pressure on the board and could influence other non-aligned holders that control roughly two-thirds of the shares not subject to a voting agreement. For investors, this raises questions about whether the board secured independent valuation and competitive alternatives before approving a transaction with a related-party purchaser.

M&A Specialist

TL;DR: Activist opposition to a strategic merger with a related-party buyer could materially affect deal completion and pricing.

The handlers highlight potential value mismatch between Inspirato’s luxury travel business and Buyerlink’s advertising-focused operations and challenge the board's process. Their disclosed stakes are modest but public opposition plus outstanding Section 220 demands can delay integration, spur additional bidder interest, or prompt revised terms. This is a material development for the proposed merger timeline and shareholder vote outcome.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

09/03/2025

(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

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:

7	Sole Voting Power 22,218.00
8	Shared Voting Power 515,764.00
9	Sole Dispositive Power 22,218.00
10	Shared Dispositive Power 515,764.00

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) 12,469.941 shares of Class A common stock outstanding as of August 11, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 13, 2025.

SCHEDULE 13D

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 481,235.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 481,235.00

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) 12,469,941 shares of Class A common stock outstanding as of August 11, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 13, 2025.

SCHEDULE 13D

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 Amendment No. 1 (the "Amendment"), which supplements and amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 31, 2025, as amended (the "Original Schedule 13D") filed on behalf of Brent Handler and Bradley Handler, collectively referred to herein as the "Reporting Persons", relating to the Class A Common Stock, par value $0.0001 per share ("Shares"), of Inspirato Incorporated, a Delaware corporation (the "Issuer" or "Inspirato"). The Original Schedule 13D is hereby amended to the extent hereinafter expressly set forth and, except as amended hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used but not defined in this Amendment shall have the same meanings herein as are ascribed to such terms in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: (a) and (b) As previously disclosed, the Reporting Persons have 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") 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. (the "Proposed Merger") and the related transactions described in the Issuer's preliminary proxy statement filed on July 25, 2025. As of the date hereof, the 220 Demand is still pending, and the Reporting Persons have not yet received substantive responsive materials. On August 29, 2025, the Issuer filed a definitive proxy statement related to the Proposed Merger (the "Proxy Statement"). After a careful review of the Proxy Statement, the Reporting Persons remain skeptical of the value of this combination for existing stockholders of the Issuer. The ISPO brand stands for luxury travel experiences all around the world for its members. We do not see how a business such as Buyerlink that is in a highly competitive industry that is facing a transformation in search engine based advertising provides any benefits for ISPO stockholders. The Reporting Persons have also reviewed the public presentation of the Issuer's largest minority stockholder (the "Stockholder Presentation") and have significant concerns with the issues that were flagged in such Stockholder Presentation. In particular, based on a review of the Proxy Statement and the Stockholder Presentation, we have significant concerns regarding the process conducted by lnspirato and its board of directors in agreeing to the Proposed Merger with an entity wholly-owned by Payam Zamani and whether such process was conducted in an appropriate manner to obtain the highest value for all stockholders of lnspirato. Given the current facts as presented in the Proxy Statement, we intend to vote against the Proposed Merger. In stating our opposition to this deal publicly, we mean only to attempt to educate other lnspirato investors, including holders of the approximately 66% of outstanding shares as of the record date not subject to a voting agreement, in the hope that they will agree with our analysis and vote against this deal as currently structured.

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.

Brent Handler

Signature:	/s/ Brent Handler
Name/Title:	Brent Handler
Date:	09/03/2025

Bradley A. Handler

Signature:	/s/ Bradley A. Handler
Name/Title:	Bradley A. Handler
Date:	09/03/2025

FAQ

What stake do Brent and Bradley Handler report in ISPO?

Brent Handler reports beneficial ownership of 537,982 shares (~4.3%) and Bradley Handler reports 481,235 shares (~3.8%) based on 12,469,941 shares outstanding.

What action have the Reporting Persons taken to investigate Inspirato's merger?

They delivered a demand under Section 220 to inspect Inspirato’s books and records; the demand is reported as pending.

What is the Reporting Persons' position on Inspirato's proposed merger with Buyerlink?

After reviewing the proxy materials and a stockholder presentation, they expressed skepticism about the deal’s value and intend to vote against the proposed merger.

What governance concern do the Handlers raise about the merger?

They raise concerns that the board’s process in approving a merger with an entity wholly owned by Payam Zamani may not have maximized value for all stockholders.

Where can investors find the share count used for percentage calculations?

Percentages are based on 12,469,941 shares of Class A common stock outstanding as reported in the issuer’s quarterly report for the fiscal quarter ended June 30, 2025.