インスピラートの適時開示・契約終了・その他

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 18, 2025

Inspirato Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-39791

85-2426959

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification Number)



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

(303) 839-5060

(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 1.02. Termination of a Material Definitive Agreement.

On September 18, 2025, Inspirato Incorporated (“Inspirato”), RR Merger Sub, Inc. (“Merger Sub”) and Buyerlink Inc. (“Buyerlink”) entered into a Mutual Termination Agreement (the “Termination Agreement”) pursuant to which the parties mutually terminated the Agreement and Plan of Merger, dated June 25, 2025 (the “Merger Agreement”). The Termination Agreement provides that the Merger Agreement is terminated pursuant to Section 6.1(a) thereof and shall be of no further force or effect, except that provisions expressly stated to survive termination shall remain in effect in accordance with their terms. The Termination Agreement further provides that no termination fee or reverse termination fee is payable by any party and that each party will bear its own fees and expenses incurred in connection therewith. The Termination Agreement also includes mutual releases subject to customary exceptions for obligations that expressly survive termination.

The foregoing description of the Termination Agreement is a summary only and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit	No.	Description
10.1		Mutual Termination Agreement, dated September 18, 2025, by and among Inspirato Incorporated, RR Merger Sub, Inc., and Buyerlink Inc.
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 23, 2025	By:	/s/ Brent Wadman
	Name:	Brent Wadman
	Title:	General Counsel

EX-10.1 2 ispo-09232025x8kxex101.htm EX-10.1 Document


Docusign Envelope ID: EC6684F8-868A-4D12-9230-B44CAEB72736

MUTUAL TERMINATION AGREEMENT

This Mutual Termination Agreement (this “Agreement”) is entered into as of September 18, 2025, by and among Inspirato Incorporated, a Delaware corporation (“Inspirato”), RR Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Buyerlink Inc., a Delaware corporation (“Buyerlink”). Inspirato, Merger Sub and Buyerlink are referred to collectively as the “Parties” and individually as a “Party”.

RECITALS

A.Inspirato, Merger Sub and Buyerlink entered into that certain Agreement and Plan of Merger, dated June 25, 2025 (the “Merger Agreement”), which contemplated the merger of Buyerlink with and into Merger Sub.

B.The Parties desire to terminate the Merger Agreement on mutually agreeable terms, with no termination fee payable by either party.

AGREEMENT

1.Termination of Merger Agreement. The Parties hereby mutually agree to terminate the Merger Agreement pursuant to Section 6.1(a) thereof.

2.Effect of Termination. In accordance with Section 6.2 of the Merger Agreement, the Merger Agreement is hereby terminated and shall be of no further force or effect; provided, however, that those provisions expressly stated therein to survive termination shall remain in full force and effect in accordance with their terms.

3.Fees and Expenses. The Parties acknowledge and agree that, a result of the termination of the Merger Agreement pursuant to this Agreement, (a) Inspirato shall in no event be required to pay to Buyerlink a Termination Fee (as that term is defined in the Merger Agreement) and (b) Buyerlink shall in no event be required to pay to Inspirato a Reverse Termination Fee (as that term is defined in the Merger Agreement). The Parties further agree that each Party shall bear its own fees and expenses incurred in connection herewith.

4.Mutual Release. Except for obligations that expressly survive pursuant to Section 6.2 of the Merger Agreement, each Party hereby irrevocably and unconditionally releases and discharges the other Parties, and their respective affiliates, officers, directors, employees, and representatives, from any and all claims, liabilities, or obligations arising under or in connection with the Merger Agreement.

5.Miscellaneous.


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Docusign Envelope ID: EC6684F8-868A-4D12-9230-B44CAEB72736

(a)Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, agreements, and understandings, whether written or oral, relating to such subject matter.

(b)Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

(c)Counterparts. This Agreement may be executed in counterparts (including by electronic signature or PDF), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(d)Authority. Each party represents and warrants that it has the full corporate power and authority to execute and deliver this Agreement, and that this Agreement constitutes a valid and binding obligation of such party, enforceable in accordance with its terms.

(e)No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns and is not intended to confer any rights upon any other person.

Signature Page Follows


2


Docusign Envelope ID: EC6684F8-868A-4D12-9230-B44CAEB72736

IN WITNESS WHEREOF, the parties have executed this Mutual Termination Agreement as of the date first above written.

INSPIRATO INCORPORATED

By:

Name: Brent Wadman

Title:

SVP

RR MERGER SUB, INC.

By:

Name:Brent Wadman

Title:

SVP

BUYERLINK INC.

By:

Name: Tatevik Davtyan

Title:

SVP, Legal & Compliance


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