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Inspirato Inc. (NASDAQ:ISPO) announced Monday that it has entered into a Termination Agreement with Oakstone Ventures, Inc. and Capital One (NYSE:COF) Services, LLC regarding the company’s outstanding 8% Senior Secured Convertible Note. The agreement, dated August 15, 2025, provides that the $20,000,000 note issued to Oakstone Ventures under a 2023 investment agreement will be terminated at the closing of the previously announced merger between Inspirato, RR Merger Sub, Inc., and Buyerlink, Inc.
According to a statement based on the company’s SEC filing, Inspirato will pay Oakstone Ventures a payoff amount of $20 million at the merger closing. Upon receipt of this payment, all related agreements, including a Guarantee and Collateral Agreement and a Master Services Agreement dated September 29, 2023, will be terminated. All associated liabilities, obligations, and indebtedness, except those expressly stated to survive, will be released and satisfied in full.
If the merger does not close by the “Outside Date” specified in the merger agreement, and in any case 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.
Buyerlink has agreed that the termination of the note constitutes a reasonable amendment for the purposes of a closing condition in the merger agreement.
Inspirato also disclosed that it is in preliminary discussions with potential financing sources to raise capital for the termination payment, but 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. Get access to 12 additional InvestingPro Tips and a comprehensive analysis of Inspirato’s financial health through the Pro Research Report, available exclusively to subscribers.
This information is based on a press release statement included in Inspirato’s Form 8-K filed with the Securities and Exchange Commission.
In other recent news, 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 a planned combination with BuyerLink. Inspirato also launched its new Inspirato Pass program, offering members unlimited access to a selection of luxury homes for $40,000 annually. The 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. These developments reflect Inspirato’s efforts to enhance its service offerings and expand its market presence.
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