SCHEDULE: Inspirato Warrants Cashed Out Post-Merger

One Planet Group and Payam Zamani report zero beneficial ownership of Inspirato Inc. warrants following a merger where warrants were cashed out.

Summary

• Inspirato Inc. completed a merger on February 3, 2025, with Boomerang Merger Sub, Inc., a wholly owned subsidiary of Parent, resulting in Inspirato Inc. surviving as a wholly owned subsidiary.
• Each share of Inspirato's Class A common stock was converted into the right to receive $4.27 per share in cash.
• Warrants held by One Planet Group were cashed out based on the excess of the $4.27 merger consideration over the $230.00 per share exercise price.
• As a result of the merger, One Planet Group LLC and Payam Zamani now beneficially own 0.00 shares and 0.0% of the class of securities.
• The reporting persons ceased to be beneficial owners of more than 5% of Inspirato's Class A common stock on the effective date of the merger.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as neutral to slightly negative for the reporting persons, as it confirms the completion of a merger where their warrants were likely worthless due to being deeply out-of-the-money, concluding their investment without significant return from the warrants themselves.

Positives

• The merger provided cash consideration of $4.27 per share for Class A common stock holders.
• The transaction concludes the investment of the reporting persons in Inspirato Inc. warrants.

Negatives

• The warrants held by One Planet Group were cashed out based on the excess of the $4.27 merger consideration over the $230.00 exercise price, indicating the warrants were significantly out-of-the-money and likely yielded no value.

Future Outlook

No forward-looking statements or guidance are provided in this filing, as it reports a completed transaction and a change in beneficial ownership.

Management Comments

• "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."

Industry Context

StockSavvy.ai notes that the completion of this merger and the subsequent cashing out of warrants for Inspirato Inc. reflects a common outcome in corporate acquisitions, where outstanding securities are resolved according to the merger agreement terms. The low cash-out value for warrants, given the high exercise price relative to the merger consideration, highlights the risk associated with out-of-the-money derivatives in M&A scenarios.

Management Changes

Stakeholder Impact

• Shareholders (Class A Common Stock): Received $4.27 per share in cash as merger consideration.
• Warrant Holders (One Planet Group): Warrants were cashed out, likely for no value, as the merger consideration was significantly below the exercise price.

Key Dates

Keywords

Inspirato Inc., Warrants, Merger, Schedule 13D, Beneficial Ownership, One Planet Group, Payam Zamani, SEC Filing, Corporate Action, Cash-out