Inspirato (ISPO) plans $20M payoff to end 8% secured note on merger

Rhea-AI Filing Summary

Inspirato Incorporated entered into a Termination Agreement with Oakstone Ventures and Capital One Services tied to its planned merger with Buyerlink. At the merger closing, Inspirato will pay Oakstone Ventures a payoff amount of $20,000,000 to terminate its 8% Senior Secured Convertible Note and related Capital One agreements, releasing the associated liabilities and obligations, except those that expressly survive. If the merger does not close by the Outside Date in the Merger Agreement and in any event no later than December 15, 2025, the Capital One parties may begin a process to sell or transfer the Note, with Inspirato required to cooperate. Inspirato is in preliminary discussions with potential financing sources regarding a possible capital raise to fund the payoff, but no definitive financing agreements have been executed.

Insights

Credit & capital structure analyst

Inspirato plans a $20M note payoff tied to its pending merger.

Inspirato agreed that, upon closing its merger with Buyerlink, it will pay $20,000,000 to Oakstone Ventures to terminate an 8% Senior Secured Convertible Note and related agreements. This would remove secured debt and a convertible instrument from the balance sheet, simplifying the capital structure once the merger is completed.

The payoff is explicitly conditioned on the merger closing under the Merger Agreement. If the merger has not closed by the Outside Date, and in any event no later than December 15, 2025, the Capital One parties may initiate a sale or transfer of the Note, and Inspirato must cooperate. That preserves creditor flexibility while leaving the current note in place until either closing or transfer.

Management also discloses preliminary discussions with potential financing sources for a capital raise to fund the $20,000,000 payoff, with no definitive agreements yet. Actual impact on leverage and liquidity will depend on the structure and terms of any financing they ultimately secure, if at all.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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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): August 15, 2025

Inspirato Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-39791

85-2426959

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

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

(303) 586-7771

(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 1.01 Entry into a Material Definitive Agreement.

On August 15, 2025, Inspirato Incorporated (the “Company”), Inspirato LLC (“Inspirato LLC”) and certain subsidiaries of Inspirato LLC (collectively, the “Inspirato Parties”), Oakstone Ventures, Inc. (“Holder”) and Capital One Services, LLC (“Capital One,” together with Holder, collectively, the “Capital One Parties”), entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the Company will terminate the 8% Senior Secured Convertible Note issued to Oakstone Ventures pursuant to the Investment Agreement dated August 7, 2023 (the “Note”) and related agreements, including the Guarantee and Collateral Agreement dated September 29, 2023 and the Master Services Agreement dated September 29, 2023 (collectively, the “Capital One Agreements”) at the closing of the merger contemplated by the Agreement and Plan of Merger dated June 25, 2025, by and among the Company, RR Merger Sub, Inc., and Buyerlink, Inc. (the “Merger Agreement”).

Pursuant to the Termination Agreement, effective simultaneously with and subject to the closing of the merger, the Company will pay the Holder a payoff amount of $20,000,000. Upon receipt of the payoff amount by the Holder, all Capital One Agreements will be terminated, and all related liabilities, obligations, and indebtedness (other than those expressly surviving termination) will be released, discharged, and satisfied in full.

Pursuant to the Termination Agreement, if the merger does not close by the Outside Date (as defined in the Merger Agreement) and in any event no later than December 15, 2025, the Capital One Parties may immediately initiate a process to sell or transfer the Note and the Inspirato Parties will cooperate in facilitating such sale or transfer.

Buyerlink has agreed that the Termination Agreement constitutes a reasonable amendment of the Note for purposes of the closing condition set forth in Section 5.3(f) of the Merger Agreement.

The foregoing summary of the Termination Agreement does not purport to be complete 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 is incorporated herein by reference.

The Company is engaged in preliminary discussions with certain potential financing sources regarding a possible capital raise to finance the termination of the Note. These discussions are ongoing and no definitive agreements have been executed at this time. There can be no assurance that the Company will enter into any definitive agreement or consummate any financing transaction on favorable terms, or at all.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit			No.						Description
10.1									Termination Agreement, dated as of August 15, 2025, by and among Inspirato Incorporated, Inspirato LLC, subsidiaries of Inspirato LLC, Oakstone Ventures, Inc., and Capital One Services, LLC.
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: August 18, 2025			By:			/s/ Payam Zamani
			Name:			Payam Zamani
			Title:			President and Chief Executive Officer

FAQ

What major agreement did Inspirato Incorporated (ISPO) enter into on August 15, 2025?

On August 15, 2025, Inspirato Incorporated entered into a Termination Agreement with Oakstone Ventures, Inc. and Capital One Services, LLC to terminate its 8% Senior Secured Convertible Note and related Capital One agreements, subject to the closing of its merger with Buyerlink.

How much will Inspirato (ISPO) pay to terminate the 8% Senior Secured Convertible Note?

Under the Termination Agreement, Inspirato will pay Oakstone Ventures a payoff amount of $20,000,000, effective simultaneously with and subject to the closing of the merger with Buyerlink, in exchange for terminating the Note and related agreements and releasing associated liabilities and obligations that do not expressly survive.

What happens to the Oakstone note if the Inspirato-Buyerlink merger does not close by the Outside Date?

If the merger does not close by the Outside Date in the Merger Agreement and in any event no later than December 15, 2025, the Capital One parties may immediately initiate a process to sell or transfer the Note, and the Inspirato parties are required to cooperate in facilitating such a sale or transfer.

How is Buyerlink involved in Inspirato’s Termination Agreement for the 8% Senior Secured Convertible Note?

Buyerlink agreed that the Termination Agreement constitutes a reasonable amendment of the Note for purposes of the closing condition in Section 5.3(f) of the Merger Agreement, meaning this payoff structure is acceptable for satisfying that specific merger closing condition.

Is Inspirato (ISPO) raising capital to fund the $20,000,000 note payoff?

Inspirato states that it is engaged in preliminary discussions with certain potential financing sources regarding a possible capital raise to finance the termination of the Note, but no definitive agreements have been executed and there is no assurance any financing transaction will be consummated on favorable terms, or at all.

Which agreements will be terminated when Inspirato pays the $20,000,000 payoff amount?

Upon receipt of the $20,000,000 payoff amount by Oakstone Ventures, the Capital One Agreements—including the 8% Senior Secured Convertible Note, the Guarantee and Collateral Agreement dated September 29, 2023, and the Master Services Agreement dated September 29, 2023—will be terminated and related liabilities, obligations, and indebtedness will be released, discharged, and satisfied in full, other than those expressly surviving termination.