Inspirato, Buyerlink enter agreement to combine through reverse merger

Inspirato (ISPO) has signed a definitive agreement to combine, through a reverse merger, with Buyerlink.The company said, “This proposed combination is designed to create a diversified, consumer-focused marketplaces platform and signals the next chapter in Inspirato’s evolution, from an exclusive hospitality brand to a technology-first luxury travel marketplace with a deep focus on maximizing value for its members. By integrating Buyerlink’s demand generation and marketplace capabilities, the Inspirato platform will enhance services for its members and expand how luxury travel experiences are aggregated, discovered, and monetized across untapped segments of the global luxury travel market. Buyerlink is a leading marketplaces platform, operating across high-value verticals, with established strength in automotive and home services. Built on world-class technology, it enables scaled consumer demand generation while delivering consistently strong margins and cash flow. One Planet Platforms will operate a diversified portfolio of marketplaces, anchored by travel, automotive, and home services. The combination of Buyerlink and Inspirato positions the luxury travel marketplace to realize its potential by applying AI technologies and a scalable business model designed to support sustained growth. The Inspirato brand will continue as the premier luxury travel division of the combined entity.” Under the terms of the definitive agreement, Buyerlink and Inspirato will combine through a reverse merger, valuing Buyerlink’s equity at $326.3M. 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. One Planet Group will become the majority shareholder of the combined public company, which will be renamed One Planet Platforms and will continue to trade on the Nasdaq Stock Exchange under a new ticker symbol to be confirmed. The parties anticipate completing the transaction in Q3 2025, subject to customary closing conditions, including regulatory approvals and stockholder approvals of Inspirato. The parties negotiated the definitive agreement during an exclusivity period following execution of their Letter of Intent and completed mutual due diligence prior to signing. 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.