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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 18, 2025
Inspirato Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39791 | | 85-2426959 |
(State or other jurisdiction
of incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
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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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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.
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| 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) |
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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.
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| | INSPIRATO INCORPORATED |
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Date: September 23, 2025 | By: | /s/ Brent Wadman |
| Name: | Brent Wadman |
| Title: | General Counsel |
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