ThZeal - The Zeal

ispo-20250913

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

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 Instructions 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.

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		Press Release of Inspirato, dated as of September 15, 2025
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