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0001820566FALSE9/4/20251544 Wazee StreetDenverCO00018205662025-09-042025-09-040001820566us-gaap:CommonStockMember2025-09-042025-09-040001820566us-gaap:WarrantMember2025-09-042025-09-04


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 4, 2025

Inspirato Incorporated
(Exact name of registrant as specified in its charter)

Delaware 001-39791 85-2426959
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)


1544 Wazee Street
Denver, CO
 80202
(Address of principal executive offices) (Zip Code)

(303) 586-7771
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act


☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act


☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class    
Trading
Symbol(s)
     
Name of each exchange
on which registered
Class A common stock, $0.0001 par value per share ISPO The Nasdaq Stock Market LLC
Warrants to purchase Class A common stock ISPOW The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 7.01 Regulation FD Disclosure.

On September 3, 2025, Inspirato Incorporated (the “Company”) issued a press release announcing that it has received an unsolicited, non-binding proposal from Exclusive Investments, LLC (“Exclusive”) to acquire all of the outstanding equity of the Company for cash consideration of $3.15 per share, representing an aggregate transaction value of approximately $39 million. The proposal is not subject to a financing contingency but is conditioned upon confirmatory due diligence and the negotiation of definitive documentation. The Company’s Board of Directors, through its Special Committee of independent directors, is reviewing this non-binding proposal in consultation with its legal and financial advisors. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit  No.       Description
99.1
104 Cover Page Interactive Data File (Cover Page XBRL tags are embedded within the Inline XBRL document)
 







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INSPIRATO INCORPORATED
Date: September 4, 2025
By:
 /s/ Payam Zamani
Name:
 Payam Zamani
Title:
 President and Chief Executive Officer


EX-99.1 2 ispo-09042025x8k_ex991.htm EX-99.1 Document

Inspirato Confirms Receipt of an Unsolicited Non-Binding Proposal from Exclusive Investments, LLC
DENVER—(BUSINESS WIRE)—September 4, 2025—Inspirato Incorporated (NASDAQ: ISPO) (“Inspirato” or the “Company”) today confirmed it has received an unsolicited non-binding written proposal (the “Exclusive Proposal”) from Exclusive Investments, LLC (“Exclusive”) to acquire Inspirato for an all-cash purchase price of $3.15 per share, representing an aggregate transaction value of approximately $39 million. The proposal is not subject to a financing contingency and is conditioned on customary confirmatory due diligence and the negotiation of definitive documentation.
As previously announced on June 25, 2025, Inspirato entered into a definitive agreement (the “Merger Agreement”) with Buyerlink, Inc. (“Buyerlink”) providing for a stock-for-stock reverse merger transaction (the “Buyerlink Transaction”). Under the terms of the Buyerlink Transaction, Buyerlink’s parent, One Planet Group, is expected to increase its beneficial ownership from approximately 49% to approximately 91% of the combined company upon closing, with Inspirato’s current stockholders owning approximately 9%.
Consistent with its fiduciary duties, the Special Committee of independent directors of the Inspirato Board of Directors is carefully reviewing the Exclusive Proposal in consultation with its legal and financial advisors. Inspirato remains subject to the terms of the Merger Agreement with Buyerlink, and the Inspirato Board of Directors has not changed its recommendation in support of the Buyerlink Transaction.
About Inspirato Incorporated
Inspirato (NASDAQ: ISPO) is the innovative luxury travel subscription company that provides its members with unparalleled access to a carefully curated portfolio of vacation homes, hotels, resorts, and experiences around the world. Through its flexible membership model, Inspirato delivers unique value, service, and personalization to its global community of discerning travelers.
Additional Information and Where to Find It
This communication is not an offer to buy nor a solicitation of an offer to sell any securities of Inspirato. In connection with the Buyerlink Transaction, Inspirato has filed a definitive proxy statement with the Securities and Exchange Commission (“SEC”), , and may file other relevant documents. Stockholders are urged to read the proxy statement and any amendments or supplements thereto carefully and in their entirety because they contain important information about the Buyerlink Transaction. Stockholders may obtain free copies of these documents and other filings made by Inspirato with the SEC at www.sec.gov or by visiting the investor relations section of Inspirato’s website at www.inspirato.com.
Forward-Looking Statements This press release contains forward-looking statements within the meaning of federal securities laws, including statements regarding the Exclusive Proposal, the Buyerlink Transaction, and related matters. These forward-looking statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially. Such risks include, but are not limited to: the ability of Inspirato to complete the Buyerlink Transaction or any alternative transaction; and other risks detailed in Inspirato’s filings with the SEC, including the definitive proxy statement.


Inspirato undertakes no obligation to update these forward-looking statements, except as required by law.
Investors & Media Contacts
Inspirato Incorporated
[Investor Relations Contact]
[Phone Number]
[Email Address]
[Media Contact]
[Phone Number]
[Email Address]