Inspirato Incorporated filed SEC Form 8-K: Termination of a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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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 13, 2025
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Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on June 25, 2025, Inspirato Incorporated (“Inspirato”), RR Merger Sub, Inc. (“Merger Sub”) and Buyerlink, Inc. (“Buyerlink”) entered into a Merger Agreement providing for the merger of Buyerlink with and into Merger Sub, resulting in Buyerlink becoming a subsidiary of Inspirato (the “Merger Agreement”). On September 13, 2025, the parties to the Merger Agreement agreed to enter into a Termination Agreement pursuant to which they will mutually agree to terminate the Merger Agreement pursuant to Section 6.1(a) thereof. Inspirato will not owe to Buyerlink a Termination Fee, and Buyerlink will not owe to Inspirato a Reverse Termination Fee (as those terms are defined in the Merger Agreement) as a result of such termination.
Item 7.01 Regulation FD Disclosure.
On September 15, 2025, the Company issued a press release announcing the termination of the Merger Agreement. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any of the Company’s filings or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | No. | Description | |||||||||
| 99.1 | |||||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) | ||||||||||
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 15, 2025 | By: | /s/ Brent Wadman | ||||||
Name: | Brent Wadman | |||||||
Title: | General Counsel | |||||||