Inspirato Terminates Agreement Amid Merger Plans

Inspirato Incorporated announced a Termination Agreement to end an 8% Senior Secured Convertible Note with Oakstone Ventures, contingent on the closing of a merger with Buyerlink, Inc. The agreement involves a $20 million payoff to Oakstone Ventures and the termination of related agreements with Capital One. Inspirato is in preliminary talks for financing to support this termination.

Inspirato Inc. (NASDAQ: ISPO) has entered into a Termination Agreement with Oakstone Ventures, Inc. and Capital One (NYSE: COF) Services, LLC to terminate its outstanding 8% Senior Secured Convertible Note. The agreement, effective upon the closing of the previously announced merger between Inspirato, RR Merger Sub, Inc., and Buyerlink, Inc., provides for a $20 million payoff to Oakstone Ventures [1].

The termination agreement, dated August 15, 2025, stipulates that upon receipt of the $20 million payment, all related agreements, including a Guarantee and Collateral Agreement and a Master Services Agreement dated September 29, 2023, will be terminated. This includes the release and satisfaction of all associated liabilities, obligations, and indebtedness, except those expressly stated to survive [1].

In case the merger does not close by the "Outside Date" specified in the merger agreement, and no later than December 15, 2025, Oakstone Ventures and Capital One Services will have the right to initiate a sale or transfer of the note, with Inspirato required to cooperate with the process [1].

Inspirato is currently in preliminary discussions with potential financing sources to raise capital for the termination payment, although no definitive agreements have been reached as of the filing date. This financing search comes as the company faces declining revenues, with InvestingPro data showing a 13.2% year-over-year revenue decline [1].

Inspirato Incorporated reported its Q2 2025 earnings, showing a 6% year-over-year decline in total revenue to $63.1 million. Despite this revenue decrease, the company noted improvements in adjusted EBITDA and emphasized its strategic growth focus, particularly through the planned combination with BuyerLink [2].

The company also launched its new Inspirato Pass program, offering members unlimited access to a selection of luxury homes for $40,000 annually. This program allows members to hold two trips simultaneously without additional nightly rates, taxes, or fees and is limited to 2,500 memberships, with 1,200 spots still available [2].

References:
[1] https://www.investing.com/news/sec-filings/inspirato-to-terminate-20-million-note-with-oakstone-ventures-upon-merger-closing-93CH-4198350
[2] https://investor.inspirato.com/news-releases/news-release-details/inspirato-reports-q2-financial-and-operating-results