[SCHEDULE 13D/A] Inspirato Incorporated SEC Filing

Rhea-AI Filing Summary

Stoney Lonesome and affiliated reporting persons, who collectively own about 5.4% of Inspirato (ISPO), amended a Schedule 13D to attach an open letter to Inspirato's Special Committee. The letter states the reporting persons oppose a proposed merger between Inspirato and Buyerlink, arguing the deal disproportionately benefits Inspirato's CEO and would leave minority stockholders with illiquid, subordinated securities. They point to an all-cash alternative offer of $3.15 per share from Exclusive Investments as superior and urge the Special Committee to engage. The letter cites concerns about Buyerlink's historical performance, alleged overstated projections and vulnerability to AI disruption, and discloses that the reporting persons voted against all merger-related proposals in the company proxy.

Positive

• Disclosure of a superior all-cash offer: the filing notes an all-cash proposal of $3.15 per share from Exclusive Investments as an alternative to the merger.
• Active minority engagement: the reporting persons clearly state they voted against all merger-related proposals, signaling organized shareholder dissent.

Negative

• Alleged governance concern: the reporting persons claim the Proposed Merger favors the CEO via preferred securities that subordinate common holders.
• Valuation and diligence questions: the filing asserts Buyerlink's performance and projections materially undercut the merger valuation and that the Special Committee has not fully engaged with dissenting holders or the cash bidder.

Insights

Corporate Governance Expert

TL;DR: Minority holder alleges conflicted deal process and demands the board engage a higher-value cash bidder.

The reporting persons present a governance-focused critique: they allege the proposed merger structurally advantages the CEO through preferred securities and that the Special Committee has not meaningfully engaged with dissenting holders or a cash alternative. From a governance perspective, the letter seeks to reframe the process by highlighting potential conflicts, claimed valuation mismatches, and procedural concerns about shareholder protections. If the Special Committee has not fully vetted the cash offer, the points raised could increase pressure on the board to justify its diligence and valuation rationale.

Securities Analyst

TL;DR: Reporting persons argue Buyerlink projections are unsupported and an all-cash $3.15 bid provides immediate value.

The letter contests Buyerlink's assigned equity value and cites H1 performance metrics showing material shortfalls relative to full-year projections, suggesting the merger consideration is risky for common holders. By advocating for the $3.15 per-share cash offer, the reporting persons emphasize liquidity and certainty of value versus equity in a business they describe as volatile and exposed to AI-driven disruption. This framing could influence other holders assessing trade-offs between cash certainty and contingent equity upside.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Inspirato Inc

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

45791E206

(CUSIP Number)

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/08/2025

(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. 45791E206

1

Name of reporting person

Stoney Lonesome HF LP

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)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 633,271.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 633,271.00

11

Aggregate amount beneficially owned by each reporting person

633,271.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 45791E206

1

Name of reporting person

COGHILL CAPITAL MANAGEMENT LLC

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)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 633,271.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 633,271.00

11

Aggregate amount beneficially owned by each reporting person

633,271.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 45791E206

1

Name of reporting person

Drake Helix Holdings, LLC

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)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

WYOMING

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 36,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 36,000.00

11

Aggregate amount beneficially owned by each reporting person

36,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 45791E206

1

Name of reporting person

CDC Financial, Inc.

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)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ILLINOIS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 669,271.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 669,271.00

11

Aggregate amount beneficially owned by each reporting person

669,271.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 45791E206

1

Name of reporting person

COGHILL CLINT D

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)

AF

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 669,271.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 669,271.00

11

Aggregate amount beneficially owned by each reporting person

669,271.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Inspirato Inc
(c)	Address of Issuer's Principal Executive Offices: 1544 WAZEE STREET, DENVER, COLORADO , 80202.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On September 8, 2025, the Reporting Persons issued an open letter to the Special Committee of the Board (the "Special Committee Letter"). A copy of the Special Committee Letter appears below and is attached hereto as Exhibit 99.1, which is incorporated herein by reference. September 8, 2025 Inspirato Incorporated 1544 Wazee Street Denver, Colorado 80202 Attention: Special Committee of Board of Directors Dear Members of the Special Committee, Stoney Lonesome HF LP and certain of its affiliates (collectively, "Stoney Lonesome" or "we") are significant minority stockholders of Inspirato Incorporated ("Inspirato" or the "Company"), collectively owning approximately 5.4% of the Company's outstanding shares. While we recently made our intention to vote against the ill-conceived proposed reverse merger (the "Proposed Merger") between Inspirato and Buyerlink Inc. ("Buyerlink") clear in a presentation issued on September 2, 2025, we felt it was necessary to write directly to the Special Committee of the Board of Directors of the Company (the "Board") in light of the $3.15 per share all-cash offer the Company received from Exclusive Investments, LLC ("Exclusive Investments") late last week. To be clear, we believe the Proposed Merger with Buyerlink is a fundamentally flawed transaction that prioritizes the interests of Inspirato's Chairman and CEO Payam Zamani over those of minority stockholders and exposes stockholders to a volatile and declining business in Buyerlink. As such, we consider the all-cash offer from Exclusive Investments to be a superior alternative, providing immediate value and avoiding the risks of holding shares in a potentially failing conglomerate. We implore the Special Committee to engage with Exclusive Investments immediately in accordance with its fiduciary duties. Background and Initial Concerns We invested in Inspirato due to our confidence in its subscription-based business model and its compelling value proposition as a long-term customer. Once the Proposed Merger was announced, we communicated to CEO Zamani our unequivocal opposition to owning 87% of Buyerlink and only 13% of Inspirato if the transaction is consummated. We believe the proposed structure of the transaction would result in stockholders holding illiquid common stock in a conglomerate with poor corporate governance, subordinated to over $90 million in preferred stock and debt. This junior security places minority stockholders, including ourselves, at a significant disadvantage. During a call with CEO Zamani and Michael Arthur, the CFO of Inspirato, we expressed our views that minority stockholders will reject the Proposed Merger, particularly as it appears structured as a take-private deal disguised as a merger, potentially exploiting recent changes in Delaware law and attempting to bypass a majority-of-minority vote. CEO Zamani's response, while three representatives of Stoney Lonesome were on the line, was dismissive, stating, "I don't give a shit about the minority stockholders. The minority stockholders don't matter." This blatant disregard for stockholder interests is deeply concerning and underscores the need for enhanced scrutiny of the Proposed Merger. Efforts to Engage the Special Committee Despite repeated efforts to engage directly with members of the Special Committee to discuss our significant concerns, we have only received general acknowledgements of our outreach and no opportunity for discussion. This lack of engagement further erodes our confidence in the governance process surrounding the Proposed Merger and underscores the need for us to publicly write to the Special Committee today. Proxy Vote and Opposition On September 6, 2025, we received a copy of Inspirato's definitive proxy statement in connection with the Proposed Merger (the "Proxy Statement"). We voted AGAINST all of the proposals in connection with the Proposed Merger as follows: AGAINST Proposal 1, which would result in the issuance of 73,941,230 shares of Inspirato Class A common stock and 8,262,327 shares of Inspirato preferred stock pursuant to the Proposed Merger, representing a cumulative 659% increase in outstanding shares, significantly diluting existing stockholders. AGAINST Proposal 2, which would increase the authorized share capital necessary to facilitate the Proposed Merger. AGAINST Proposal 3, which would effect a reverse stock split and does nothing to address the fundamental flaws of the Proposed Merger. AGAINST Proposal 4, which would approve an adjournment of the upcoming special meeting to allow the Company to solicit additional support for the proposals needed to effect the Proposed Merger, which we believe would waste additional time and resources for a transaction disfavored by stockholders. Concerns About Buyerlink's Business and Valuation The consideration offered in the Proposed Merger--primarily shares in Buyerlink, a company with a questionable track record and precarious financial outlook--is completely unacceptable in our view. Below we provide historical and financial context to illustrate why we believe Buyerlink is an unsuitable partner for Inspirato: 1. Buyerlink's Troubled History. CEO Zamani's LinkedIn profile touts Buyerlink's predecessor, Autoweb, Inc. ("Autoweb"), a company he was CEO of at the time as having one of the most successful IPOs in NASDAQ history in 1999. In reality, Autoweb's IPO was followed by a collapse within 20 months, with the company running out of cash and stockholders losing over 96% of their investment when it was sold for pennies on the dollar. It appears CEO Zamani sold stock during the IPO and left the company shortly thereafter, leaving investors to bear the losses. This history raises serious concerns about his leadership and commitment to stockholders. [Chart - see Exhibit 99.1] 2. Overstated Valuation In 2022, CEO Zamani acquired Autoweb, the core of Buyerlink's business, for $5.5 million, at a multiple of less than one-tenth of its trailing revenue. In a July 2024 Business Insider interview, CEO Zamani claimed his entire estate (which includes Buyerlink, of which he owns and controls) was worth possibly more than $100 million, a valuation that appears inflated given recent multiple compressions in software and lead generation sectors due to AI disruption. Yet, less than a year later, the Proposed Merger assigns Buyerlink a $326 million equity value based on projections that we believe are unrealistic and unsupported by performance. According to the Proxy Statement, Buyerlink's 2025 first-half (H1) results show only 43% of projected annual revenue and 35% of projected adjusted EBITDA achieved against the full year projections provided. For a business with minimal seasonality, as confirmed by CFO Arthur, achieving the implied second-half (H2) growth--30.6% year-over-year revenue growth and adjusted EBITDA margins of 30.6% (up 780 basis points from H1's 21.7%)--appears highly improbable, as Buyerlink has never sustained margins above the low 20s. 3. Vulnerability to AI Disruption Buyerlink's lead generation business is inherently transactional, volatile, and increasingly threatened by AI-driven changes in search technology. Unlike Inspirato's subscription-based model, Buyerlink operates in a commoditized market with declining relevance, making it, in our view, an ill-suited partner for a luxury travel brand. Superior Alternative: Cash Offer from Exclusive Investments On Friday, September 5, 2025, Inspirato filed a Form 8-K announcing that the Company received an all-cash offer from Exclusive Investments to acquire Inspirato for $3.15 per share on September 3, 2025. Exclusive Investments' offer provides immediate liquidity and certainty of value to the Company's stockholders, unlike the Proposed Merger, which would result in the Company's stockholders effectively receiving shares in Buyerlink. In our view, receiving $3.15 per share in cash is far more preferable, which we believe is worth much more than an interest in Buyerlink pursuant to the Proposed Merger. We further believe that Inspirato would be better positioned to thrive as a luxury travel brand under Exclusive Investments' ownership. Lack of Diligence and Governance Concerns In our view, the Special Committee and Board's seeming persistence in hastily advancing the Proposed Merger, despite significant stockholder opposition and the availability of an all-cash offer, is troubling. The proposed issuance of preferred stock to CEO Zamani as part of the Proposed Merger, with substantial annual payments and priority over common stockholders, raises serious questions about conflicts of interest and corporate governance. Furthermore, the apparent lack of thorough due diligence by the Special Committee on Buyerlink's business and projections (as illustrated by Buyerlink's overstated valuation above) undermines the credibility of the merger process. Conclusion It is clear to us that the Proposed Merger with Buyerlink is a fundamentally flawed transaction that prioritizes the interests of CEO Zamani over those of minority stockholders and exposes stockholders to a volatile and declining business in Buyerlink. In our view, now that Inspirato has received a superior all-cash proposal from Exclusive Investments, we demand that the Special Committee act in accordance with its fiduciary duties and immediately engage with Exclusive Investments in order to maximize stockholder value. We are committed to ensuring that the Special Committee and the Board act in the best interests of ALL Inspirato stockholders, and we will not hesitate to take any actions that we believe are necessary to protect our fellow minority stockholders. Sincerely, Clint D. Coghill Stoney Lonesome HF LP cc: Michael Armstrong, director of Inspirato Scott Berman, director of Inspirato Ann Payne, director of Inspirato May Samali, director of Inspirato Julie Wainwright, director of Inspirato Payam Zamani, Chairman and Chief Executive Officer of Inspirato This is not a solicitation of authority to vote your proxy. Do not send us your proxy card. Stoney Lonesome is not asking for your proxy card and will not accept proxy cards if sent. Stoney Lonesome is not able to vote your proxy, nor does this communication contemplate such an event.
Item 7.	Material to be Filed as Exhibits.
	99.1 - Special Committee Letter, dated September 8, 2025.

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.

Stoney Lonesome HF LP

Signature:	/s/ Clint D. Coghill
Name/Title:	Clint D. Coghill, President and sole shareholder of the managing member of its general partner
Date:	09/08/2025

COGHILL CAPITAL MANAGEMENT LLC

Signature:	/s/ Clint D. Coghill
Name/Title:	Clint D. Coghill, President and sole shareholder of its managing member
Date:	09/08/2025

Drake Helix Holdings, LLC

Signature:	/s/ Clint D. Coghill
Name/Title:	Clint D. Coghill, President and sole shareholder of its managing member
Date:	09/08/2025

CDC Financial, Inc.

Signature:	/s/ Clint D. Coghill
Name/Title:	Clint D. Coghill, President and sole shareholder
Date:	09/08/2025

COGHILL CLINT D

Signature:	/s/ Clint D. Coghill
Name/Title:	Clint D. Coghill
Date:	09/08/2025

FAQ

What stake do the reporting persons hold in Inspirato (ISPO)?

The filing states the reporting persons collectively own approximately 5.4% of Inspirato's outstanding shares.

Did the reporting persons support the Proposed Merger with Buyerlink?

No. The reporting persons voted against all merger-related proposals in Inspirato's proxy.

What alternative to the Proposed Merger is mentioned in the filing?

The filing references an all-cash offer from Exclusive Investments of $3.15 per share as a purportedly superior alternative.

What are the reporting persons' main objections to Buyerlink?

They cite historical operational failures, alleged overstated projections, low achieved H1 results versus forecasts, and vulnerability to AI disruption as reasons Buyerlink is an unsuitable partner.

Do the reporting persons allege any specific statements by Inspirato management?

Yes. The letter alleges that Inspirato's CEO responded dismissively during a call, quoted as saying he did not care about minority stockholders.