Inspirato Inc. Terminates Material Definitive Agreement

TL;DR

Inspirato just axed a big deal. Big changes coming.

AI Summary

Inspirato Inc. announced on December 16, 2025, the termination of a material definitive agreement. The company, formerly known as Thayer Ventures Acquisition Corp, is incorporated in Delaware and headquartered in Denver, Colorado.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's future operations, financial standing, and strategic direction.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement introduces uncertainty regarding the company's business strategy and financial future.

Key Players & Entities

• Inspirato Inc. (company) — Registrant
• Thayer Ventures Acquisition Corp (company) — Former company name
• December 16, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Denver, CO (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A common stock, $0.0001 par value per share ISPO The Nasdaq Sto
• $4.27 — to receive the merger consideration of $4.27 per share in cash (the " Merger Conside
• $1.0 million — d to pay to Parent a termination fee of $1.0 million in certain circumstances, including in

Filing Documents

• ispo-20251216.htm (8-K) — 56KB
• ispo-12182025xxex21mergera.htm (EX-2.1) — 631KB
• ispo-12182025xxex101voting.htm (EX-10.1) — 100KB
• ispo-12182025xxex102master.htm (EX-10.2) — 38KB
• ispo-12182025xxex103termin.htm (EX-10.3) — 74KB
• ispo-12182025xxex104employ.htm (EX-10.4) — 20KB
• 0001820566-25-000216.txt ( ) — 1247KB
• ispo-20251216.xsd (EX-101.SCH) — 2KB
• ispo-20251216_def.xml (EX-101.DEF) — 16KB
• ispo-20251216_lab.xml (EX-101.LAB) — 27KB
• ispo-20251216_pre.xml (EX-101.PRE) — 16KB
• ispo-20251216_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 16, 2025, Inspirato Incorporated (" Inspirato " or the " Company ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Exclusive Investments, LLC (" Parent ") and Boomerang Merger Sub, Inc. (" Merger Sub "), which sets forth the terms and conditions for the proposed merger of Merger Sub with and into Inspirato, with Inspirato surviving as a wholly owned subsidiary of Parent (the " Merger "). Pursuant to the Merger Agreement, and subject to the terms and conditions therein, upon the effective time of the Merger (the " Effective Time ") each share of Class A common stock of Inspirato (" Class A common stock ") issued and outstanding immediately prior to the Effective Time, other than shares of Class A common stock as to which appraisal rights are properly exercised, will be converted into the right to receive the merger consideration of $4.27 per share in cash (the " Merger Consideration "), subject to any required withholding taxes. Additionally, upon the Effective Time, (i) each award for restricted stock units covering shares of Class A common stock (" Company RSUs ") that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into the right to receive the Merger Consideration payable with respect to the total number of shares underlying such Company RSUs and (ii) each option to purchase shares of Class A common stock that is outstanding and unexercised immediately prior to the Effective Time will be cancelled for no consideration. Each of Inspirato's Public Warrants outstanding immediately prior to the Effective Time will be treated in the Merger in accordance with its terms, and will represent, following the Merger, the right to receive upon exercise the Merger Consideration that holders would have received if holders had exercised their Public Warrants immediately prior to the Effective Time. The warrants to purchase Clas

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. In connection with the execution of the Merger Agreement, on December 16, 2025, Inspirato, its subsidiary Inspirato LLC (" Inspirato LLC ") and certain subsidiaries of Inspirato LLC, Oakstone Ventures, Inc. (" Oakstone Ventures ") and Capital One Services, LLC (" Capital One ") entered into a Termination Agreement (the " Note Termination Agreement ") pursuant to which (i) Parent will assume, at the closing of the Merger, the 8% Senior Secured Convertible Note of Inspirato issued to Oakstone Ventures pursuant to the Investment Agreement dated August 7, 2023 pursuant to a binding term sheet between those parties and (ii) the Master Services Agreement between Inspirato LLC and Capital One dated September 29, 2023 was terminated immediately. The foregoing description of the Note Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Termination Agreement, which is filed as an exhibit to this Form 8-K and incorporated herein by reference. 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 http://www.sec.gov. Inspirato, Parent and certain of their respective directors, certain of their respective executive officers and other members of management and employ

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Merger Agreement, dated as of December 16, 2025, by and among Inspirato Incorporated, Exclusive Investments, LLC and Boomerang Merger Sub, Inc. 10.1 Voting and Support Agreement, dated as of December 16, 2025, by and among Exclusive Investments, LLC, Inspirato Incorporated and the stockholders party thereto.* 10.2 Master Termination of Affiliate Arrangements, dated as of December 16, 2025, by and among Buyerlink, Inc., Inspirato Incorporated and One Planet Group, LLC. 10.3 Termination Agreement, dated as of December 16, 2025, by and among Inspirato Incorporated, Inspirato LLC, certain subsidiaries of Inspirato LLC, Oakstone Ventures, Inc. and Capital One Services, LLC.* 10.4 Amendment to Executive Employment Agreement, by and between Payam Zamani and Inspirato Incorporated.* 104 Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101). *Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INSPIRATO INCORPORATED Date: December 18, 2025 By: /s/ Payam Zamani Name: Payam Zamani Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR