[DEFA14A] Inspirato Incorporated Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Inspirato (NASDAQ: ISPO) filed DEFA14A additional proxy materials covering its proposed merger with Buyerlink and RR Merger Sub, formalized in the June 25 2025 Agreement and Plan of Merger. The submission reproduces internal, member and social-media communications dated June 26 2025 and confirms that a full proxy statement will be filed and mailed.

Shareholders are urged to review the forthcoming proxy, which will detail terms, consideration and conditions. No deal valuation, structure or closing timetable is disclosed in this preliminary solicitation. The transaction remains subject to customary regulatory and stockholder approvals, and Inspirato, Buyerlink and their directors and officers will act as proxy-solicitation participants.

Positive

• Inspirato entered into a definitive Agreement and Plan of Merger with Buyerlink on June 25 2025, initiating a potentially value-creating transaction pending shareholder approval

Negative

• None.

Insights

M&A Specialist

Merger announced; terms undisclosed, impact TBD

The filing confirms a definitive agreement with Buyerlink but omits price, consideration mix and expected synergies. Investors must wait for the proxy to assess dilution, premium and financing. Key upcoming disclosures include cash-vs-stock breakdown, fairness opinions, termination fees and closing timeline. Until economics are known, valuation impact remains neutral.

Corporate Governance Expert

Shareholder vote central; disclosure still preliminary

This DEFA14A serves purely as soliciting material previewing the proxy. Governance steps appear standard: board recommendation, participant identification and SEC filing. Absence of deal specifics limits transparency, but early outreach may shape sentiment. Material governance conclusions await the definitive proxy.

0001820566DEFA14Afalse00018205662025-06-262025-06-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐    Preliminary Proxy Statement

☐    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐    Definitive Proxy Statement

☐    Definitive Additional Materials

☒    Soliciting Material Pursuant to §240.14a-12

INSPIRATO INCORPORATED

(Name of Registrant as Specified in is Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒    No fee required.

☐    Fee paid previously with preliminary materials.

☐    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

0904340005-1095391890-7/0.2

This Schedule 14A relates solely to preliminary communications made prior to furnishing stockholders of Inspirato, Inc., a Delaware corporation (“Inspirato”) with a definitive proxy statement related to the proposed transaction with Buyerlink, Inc., a Delaware corporation (“Buyerlink”), and RR Merger Sub, Inc., a Delaware corporation (“Merger Sub”), contemplated by the Agreement and Plan of Merger, dated as of June 25, 2025, by and among the Inspirato, Buyerlink, and Merger Sub.

1.The following was a communication sent to Inspirato's employees on June 26, 2025:

2. The following was a communication sent to Inspirato's employees on June 26, 2025:

3. The following communication was sent to Inspirato employees on June 26, 2025:

4. The following communication was shared on Inspirato's LinkedIn page on June 26, 2025:

5. The following communication was shared to Inspirato members on June 26, 2025:

6. The following communication was shared to Inspirato's Instagram page on June 26, 2025:

7. The following communication was shared on Payam Zamani's LinkedIn page on June 26, 2025:

8. The following communication was shared on Buyerlink's LinkedIn page on June 26, 2025:

9. The following communication was shared on One Planet Group's LinkedIn page on June 26, 2025:

10. The following communication was shared on Buyerlink's Facebook page on June 26, 2025:

11. The following communication was shared to One Planet Group's Facebook page on June 26, 2025:

12. The following communication was shared to Inspirato's Facebook page on June 26, 2025:

IMPORTANT INFORMATION FOR STOCKHOLDERS

Inspirato will file with the SEC, and mail to its shareholders, a proxy statement in connection with the proposed merger. This communication is not a substitute for the proxy statement or for any other document that Inspirato may file with the SEC and send to its stockholders in connection with the merger. INSPIRATO SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain free copies of the proxy statement (when available) and other documents filed with the SEC by Inspirato through the website maintained by the SEC at www.sec.gov.

Inspirato, Buyerlink and certain of their respective directors, certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the proposed merger under the rules of the SEC. Information about the directors and executive officers of Inspirato is set forth in its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on April 24, 2025. This document can be obtained free of charge from the SEC website indicated above. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the merger will be included in the proxy statement and other relevant materials to be filed with the SEC when they become available.

FAQ

What transaction did ISPO announce in its June 26 2025 DEFA14A filing?

ISPO disclosed it has signed an Agreement and Plan of Merger with Buyerlink, with RR Merger Sub facilitating the combination.

Will ISPO shareholders need to vote on the Buyerlink merger?

Yes. The filing states a proxy statement will be mailed so shareholders can vote on the proposed merger.

Where can investors obtain ISPO's merger proxy materials?

Free copies will be available on the SEC’s website at www.sec.gov once filed.

Were financial terms of the ISPO-Buyerlink merger disclosed?

No. This preliminary communication does not disclose valuation, consideration or closing timeline; details will appear in the forthcoming proxy.

Who is soliciting proxies for ISPO’s merger vote?

Inspirato, Buyerlink, and certain of their directors, executive officers and employees are participants in the solicitation under SEC rules.