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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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) |
SCHEDULE 13D
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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.
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