Inspirato and Buyerlink to Combine Through Reverse Merger, Valuing Buyerlink's Equity at $326.3M

Inspirato and Buyerlink have entered into a definitive agreement to combine through a reverse merger, valuing Buyerlink's equity at $326.3M. The transaction will result in a diversified consumer-focused marketplaces platform and enhance services for Inspirato members. The combined entity will be renamed One Planet Platforms and will continue to trade on the Nasdaq Stock Exchange. The transaction is expected to be completed in Q3 2025, subject to customary closing conditions.

Title: Inspirato and Buyerlink Announce Definitive Agreement for Reverse Merger

Inspirato Incorporated ("Inspirato") and Buyerlink Inc. ("Buyerlink") have entered into a definitive agreement to combine through a reverse merger, valuing Buyerlink's equity at approximately $326.3 million. The transaction aims to create a diversified consumer-focused marketplaces platform, enhancing services for Inspirato members. The combined entity will be renamed One Planet Platforms and will continue to trade on the Nasdaq Stock Exchange. The transaction is expected to be completed in Q3 2025, subject to customary closing conditions [1].

The reverse merger will see Inspirato, a premier luxury vacation club and property technology company, integrate with Buyerlink, a leader in building and operating online marketplaces. The combined company is expected to deliver approximately $350 million in revenue and $30 million in adjusted EBITDA in 2025 [1].

Payam Zamani, who serves as Chairman and CEO of Inspirato, will also lead One Planet Platforms as Chairman and CEO. The Inspirato brand will continue to operate as the premier luxury travel division of the combined entity [1].

The transaction is designed to create a diversified portfolio of marketplaces, anchored by travel, automotive, and home services. The combination positions the luxury travel marketplace to realize its potential by applying AI technologies and a scalable business model designed to support sustained growth [1].

Inspirato's Lead Independent Director, Ann Payne, stated, "This combination allows us to better serve our members – as they remain our top priority. This merger enhances our ability to serve them with smarter discovery, better personalization, and deeper inventory across the travel journey, from inspiration to experience" [1].

Zamani added, "This combination represents the next chapter in Inspirato’s evolution—rethinking how luxury travel is curated and delivered across untapped global markets. It also reinforces our commitment to continuously enhancing the experience we offer our members. With Buyerlink’s proven technology and the integration of AI, we’re laying the foundation for a powerful platform that can scale high-performing marketplaces across a range of industries" [1].

The transaction consideration will consist of 90% common stock and 10% preferred stock consideration. The preferred stock will carry a 7% accrued dividend and will be redeemable into cash or common stock. Shares issued to Buyerlink will be valued at $3.61 per share [1].

One Planet Group, Inspirato’s largest shareholder, will become the majority shareholder of the combined public company. The parties anticipate completing the transaction in Q3 2025, subject to customary closing conditions, including regulatory approvals and stockholder approvals of Inspirato [1].

A Special Committee of Inspirato’s Board of Directors, comprised entirely of independent and disinterested directors, was formed to evaluate the proposed combination with Buyerlink. The Special Committee conducted a thorough review process with the assistance of independent financial and legal advisors and received a fairness opinion from its financial advisor. Based on this process, the Special Committee unanimously recommended approval of the transaction, and the full Board of Directors subsequently approved the definitive agreement [1].

Roth Capital Partners, LLC is serving as financial advisor, and DLA Piper LLP is serving as legal advisor to the Inspirato Special Committee. David Graham & Stubbs LLP is serving as legal advisor to Inspirato, while Davis Polk & Wardwell LLP is serving as legal advisor to Buyerlink [1].

References

[1] https://www.globenewswire.com/news-release/2025/06/26/3105901/0/en/Inspirato-and-Buyerlink-Announce-Definitive-Agreement-to-Combine-Companies-Forming-One-Planet-Platforms.html