Merger takes Inspirato (ISPO) private as holders receive $4.27 cash per share

Rhea-AI Filing Summary

Inspirato Inc.’s Class A common stock has been cashed out at $4.27 per share in a merger. A merger between Parent, Boomerang Merger Sub, Inc. and Inspirato Incorporated closed, with Inspirato surviving as a wholly owned subsidiary of Parent.

At the effective time, each outstanding Class A share (other than specified excluded shares and appraisal-demanding stockholders) was converted into the right to receive $4.27 in cash, subject to withholding. Warrants to purchase Class A stock held by One Planet Group were also cashed out based on the excess of this merger consideration over their exercise prices.

Following the transaction, One Planet Group LLC and Payam Zamani report beneficial ownership of 0 shares and 0 warrants, representing 0.0% of the class, and state that they ceased to be beneficial owners of more than 5% of Inspirato’s Class A common stock as of the merger effective date.

Insights

Equity ownership and M&A specialist

Cash merger at $4.27 per share eliminates prior large holders’ equity stake.

The report explains that Inspirato became a wholly owned subsidiary of a parent company through a merger. Each outstanding Class A share was converted into the right to receive $4.27 in cash, simplifying the capital structure by removing public common equity at that level.

One Planet Group and Payam Zamani disclose that all of their previously beneficially owned Class A shares and related warrants were converted into cash or cashed out based on the merger terms. They now report 0 shares and 0 warrants, representing 0.0% of the class, and confirm they ceased to be beneficial owners of more than 5% of Inspirato’s Class A common stock.

The filing focuses on ownership status rather than broader financial performance. Future company disclosures, now under private ownership of the parent, will determine how post-merger strategy and capital allocation develop beyond this cash-out event.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Inspirato Inc

(Name of Issuer)

Class A common stock, $0.0001 par value per share

(Title of Class of Securities)

45791E206

(CUSIP Number)

Sara Whitford
1601 19th St, Ste 500
Denver, CO, 80202
3036190748

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

02/03/2026

(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

One Planet Group 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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

N/A

SCHEDULE 13D

CUSIP No. 45791E206

1

Name of reporting person

Payam Zamani

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

N/A

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 2.	Identity and Background
(a)	N/A
(b)	N/A
(c)	N/A
(d)	N/A
(e)	N/A
(f)	N/A
Item 3.	Source and Amount of Funds or Other Consideration
	N/A
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13G is hereby amended and supplemented as follows: On February 3, 2025, pursuant to the Agreement and Plan of Merger, dated as of December 16, 2025 (the "Merger Agreement"), by and among Parent, Boomerang Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and Inspirato Incorporated (the "Company"), Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of Inspirato's Class A common stock, par value $0.0001 per share ("Class A common stock"), issued and outstanding immediately prior to the Effective Time (other than shares owned by Parent, Merger Sub, or the Company, or any of their respective subsidiaries or held by stockholders who properly demanded appraisal) was converted into the right to receive $4.27 per share in cash, subject to applicable withholding (the "Merger Consideration"). Additionally, pursuant to the Merger Agreement, the warrants to purchase shares of Class A common stock held by One Planet Group were cashed out based on the excess of the Merger Consideration over the exercise price per share of the warrants.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Initial Schedule 13D is amended in its entirety as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5(a). As of the Effective Time of the Merger, (i) all of the shares of Class A common stock that were previously beneficially owned by the Reporting Persons were converted into cash consideration in the Merger and (ii) all of the warrants that were beneficially owned by the Reporting Persons were cashed out based on the excess of the Merger Consideration over the exercise price of the warrants, each as disclosed in Item 4.
(b)	Item 5(b) of the Initial Schedule 13D is amended in its entirety as follows: As of the Effective Time of the Merger and as of the date hereof, each of the Reporting Persons did not beneficially own any shares of Class A common stock or any warrants to purchase shares of Class A common stock.
(c)	Except as set forth in Item 4 to this Schedule 13D, none of the Reporting Persons have effected any transaction in the Issuer's Class A common stock during the past 60 days.
(d)	N/A
(e)	On the Effective Date, the Reporting Persons ceased to be beneficial owners of more than 5% of the Issuer's Class A common stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	N/A
Item 7.	Material to be Filed as Exhibits.
	N/A

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.

One Planet Group LLC

Signature:	Tatevik Davtyan
Name/Title:	Secretary
Date:	02/11/2026

Payam Zamani

Signature:	Payam Zamani
Name/Title:	Chief Executive Officer & Chairman
Date:	02/11/2026

FAQ

What transaction involving Inspirato Inc (ISPO) is described in this filing?

The filing describes a merger where Inspirato became a wholly owned subsidiary of a parent company. Boomerang Merger Sub, Inc. merged into Inspirato, and each outstanding Class A common share was converted into a fixed cash payment under a merger agreement.

What cash consideration did Inspirato Inc (ISPO) Class A shareholders receive in the merger?

Each share of Inspirato Class A common stock was converted into the right to receive $4.27 per share in cash, subject to applicable withholding. This amount, called the Merger Consideration, applied to all issued and outstanding Class A shares except specified excluded and appraisal-demanding holders.

How did the merger affect One Planet Group LLC’s ownership in Inspirato Inc (ISPO)?

One Planet Group LLC reports it now beneficially owns 0.00 shares of Inspirato Class A common stock and 0 warrants. Its previously held shares were converted into cash, and its warrants were cashed out based on the excess of the $4.27 merger price over the warrant exercise prices.

What is Payam Zamani’s reported ownership in Inspirato Inc (ISPO) after the merger?

Payam Zamani reports beneficial ownership of 0.00 shares of Inspirato Class A common stock and no warrants. The filing states that, as of the merger’s effective time, all securities he previously beneficially owned were converted into cash or cashed out under the merger terms.

Did One Planet Group and Payam Zamani remain 5% shareholders of Inspirato Inc (ISPO)?

No. The filing states that, on the merger’s effective date, the reporting persons ceased to be beneficial owners of more than 5% of Inspirato’s Class A common stock. Their aggregate beneficial ownership and corresponding percentage interest are both reported as zero.

What happened to warrants to purchase Inspirato Inc (ISPO) Class A stock held by One Planet Group?

Warrants to purchase Inspirato Class A common stock held by One Planet Group were cashed out. The cash amount was based on the excess of the $4.27 per share merger consideration over each warrant’s exercise price, consistent with the merger agreement’s terms.