M&A - Inspirato Inc

Form Type: 8-K

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000182056625000073

Filing Summary: On June 25, 2025, Inspirato Incorporated entered into an Agreement and Plan of Merger with RR Merger Sub, Inc. and Buyerlink, Inc. Following the merger, Buyerlink will become a wholly owned subsidiary of Inspirato. As part of the merger, Inspirato will issue shares of Class A common stock and newly designated preferred stock to One Planet Ops. A Special Committee evaluated the transaction and deemed it fair to the stockholders. The Board of Directors of Inspirato approved the agreement and will submit share issuance and charter amendments to stockholder approval. Post-merger, Inspirato will be renamed One Planet Platforms, Inc. The agreement outlines conditions for merger completion, including stockholder approvals and compliance with antitrust laws. There are also provisions regarding termination rights, potential fees upon termination, and restrictions on soliciting alternative offers during the evaluation period. The preferred shares will carry cash dividends and liquidation preferences, convertible into common stock.

Form Type: DEFA14A

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000182056625000080

Filing Summary: On June 26, 2025, Inspirato Inc filed a Proxy Statement with the SEC as a preliminary communication to stockholders regarding a proposed merger with Buyerlink, Inc. and RR Merger Sub, Inc. This document serves as a solicitation material as per the SEC's rules. The Agreement and Plan of Merger was dated June 25, 2025. Inspirato urges its shareholders to read the upcoming definitive proxy statement and other related documents once they become available, as they will contain important details about the merger. It mentions that shares of Inspirato will be addressed in the proxy statement and encourages stockholders to keep abreast of information that will be available on the SEC website.