Merger cashes out One Planet’s Inspirato (ISPO) stake and warrants

Rhea-AI Filing Summary

One Planet Group LLC and Payam Zamani report that, following a merger, they no longer beneficially own Inspirato Inc. securities. Inspirato’s Class A common stock was converted into the right to receive $4.27 per share in cash, and the warrants held by One Planet Group were cashed out based on the excess of this merger consideration over the warrants’ $230.00 per share exercise price.

As of the merger’s effective time, the reporting persons have 0.0% beneficial ownership of Inspirato’s Class A common stock and related warrants and have ceased to be owners of more than 5% of the class.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Inspirato Inc

(Name of Issuer)

Warrants, each whole warrant exercisable for 0.05 shares of Class A Common Stock at an exercise price of $230.00 per share

(Title of Class of Securities)

45791E115

(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. 45791E115

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. 45791E115

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: Warrants, each whole warrant exercisable for 0.05 shares of Class A Common Stock at an exercise price of $230.00 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 change in Inspirato (ISPO) ownership does One Planet Group report?

The filing states that One Planet Group LLC and Payam Zamani now beneficially own no Inspirato Class A common stock or warrants. Their previously held shares were converted into cash and their warrants were cashed out at the merger’s effective time, eliminating their ownership stake.

What cash consideration did Inspirato (ISPO) 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. This applied to shares issued and outstanding immediately before the effective time, excluding those held by certain parties or stockholders properly demanding appraisal rights.

How were Inspirato (ISPO) warrants held by One Planet Group treated?

Warrants held by One Planet Group were cashed out under the merger agreement. The cash amount was based on the excess, if any, of the $4.27 per share merger consideration over the warrants’ $230.00 per share exercise price for the underlying Class A common stock.

Do One Planet Group and Payam Zamani still own more than 5% of Inspirato (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. After the merger, they report 0.0% beneficial ownership of the class and related warrants.

What is the class of securities covered in this Inspirato (ISPO) filing?

The filing concerns warrants where each whole warrant is exercisable for 0.05 shares of Inspirato Class A common stock at an exercise price of $230.00 per share. These warrants, along with underlying shares previously held by the reporting persons, were addressed in the completed merger.

Did One Planet Group trade Inspirato (ISPO) stock shortly before the merger?

The filing indicates that, aside from the merger-related treatment described in Item 4, the reporting persons did not effect any transactions in Inspirato’s Class A common stock during the 60 days preceding the disclosure. Their ownership change results from the merger’s closing, not recent open-market trading.