Core Viewpoint - Inspirato and Buyerlink are merging through a reverse merger, valuing Buyerlink at approximately $326 million, aiming to create a leading platform for online marketplaces across various sectors, with projected revenues of around $350 million and adjusted EBITDA of approximately $30 million by 2025 [1][7]. Strategic Rationale - The merger aims to transform Inspirato from a luxury hospitality brand into a technology-driven luxury travel marketplace, enhancing member services and expanding luxury travel experiences [2]. - By integrating Buyerlink's capabilities, the combined entity will focus on maximizing value for members and tapping into new segments of the global luxury travel market [2]. Company Profiles - Inspirato is a luxury vacation club and property technology company, providing curated vacation options and custom travel experiences [14]. - Buyerlink is a leading marketing technology platform specializing in online marketplaces across high-value verticals, particularly in automotive and home services [15]. Transaction Details - The merger will consist of 90% common stock and 10% preferred stock, with preferred stock carrying a 7% accrued dividend [8]. - The average closing price of Inspirato's common stock prior to the agreement was $3.61 per share [8]. Governance and Leadership - One Planet Group will become the majority shareholder of the new entity, which will be named One Planet Platforms, with Payam Zamani serving as Chairman and CEO [9]. - Inspirato will continue to operate as a premier luxury travel company within the combined entity [9]. Approval Process - A Special Committee of Inspirato's Board of Directors conducted a thorough review and unanimously recommended the merger, which was subsequently approved by the full Board [11].