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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.
Inspirato (Nasdaq: ISPO) signed a definitive Merger Agreement to acquire Buyerlink, a One Planet Ops subsidiary.
- Consideration: issue 73,896,235 Class A shares and 8,262,327 7% preferred shares (1:1 convertible; $3.57 liquidation; mandatory redemption ≤5 yrs).
- Buyerlink will become a wholly owned unit; Inspirato will be renamed One Planet Platforms.
- One Planet to designate 6 of 7 directors.
- Closing conditions: stockholder vote, HSR clearance, customary covenants; outside date Oct 31 2025; termination fee $1 M.
An independent Special Committee deemed the deal fair; the Board approved it (one interested director abstained). The transaction targets tax-free reorg status under IRC 368(a).