Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-258418
PROSPECTUS
Wheels
Up Experience Inc.
193,195,497
Shares Class A Common Stock
4,529,950
Warrants to Purchase Class A Common Stock
12,521,494
Shares of Class A Common Stock Underlying Warrants
This prospectus relates
to (i) the resale of up to 138,195,497 shares of Class A common stock, par value $0.0001 per share (“Class A common
stock”) issued in connection with the Mergers (as defined below) by certain of the selling securityholders named in this
prospectus (each a “selling securityholder” and collectively, the “selling securityholders”); (ii) the resale
of up to 55,000,000 shares of Class A common stock (the “PIPE shares”) issued in the PIPE Investment (as defined below)
by certain of the selling securityholders; and (iii) the resale of up to 4,529,950 warrants (the “private placement warrants”)
to purchase shares of Class A common stock originally issued to Aspirational Consumer Lifestyle Sponsor LLC, a Cayman Islands limited
liability company (the “Sponsor”) in a private placement.
This prospectus also relates to the issuance by us
of up to (i) 4,529,950 shares of Class A common stock that are issuable by us upon the exercise of the private placement warrants;
and (ii) 7,991,544 shares of Class A common stock that are issuable by us upon the exercise of 7,991,544 warrants that were
previously registered by the holders thereof (the “public warrants” and together with the private placement warrants, the
“warrants”).
On July 13, 2021, we consummated the transactions
contemplated by that certain Agreement and Plan of Merger, dated as of February 1, 2021, as amended by Amendment No. 1 to Agreement
and Plan of Merger, dated as of May 6, 2021 (the “Merger Agreement”), by and among Aspirational Consumer Lifestyle Corp.
(“Aspirational” and, after the Domestication as described below, “Wheels Up Experience Inc.” or “Wheels
Up”), Wheels Up Partners Holdings LLC, a Delaware limited liability company (“WUP”), KittyHawk Merger Sub LLC, a Delaware
limited liability corporation and a direct wholly owned subsidiary of Aspirational (“Merger Sub”), Wheels Up Blocker Sub
LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Aspirational (“Blocker Sub”), the Blocker
Merger Subs (as defined in the Merger Agreement) and the Blockers (as defined in the Merger Agreement). As contemplated by the Merger
Agreement, Aspirational filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary
accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State
of the State of Delaware, under which Aspirational was domesticated and continues as a Delaware corporation, changing its name to “Wheels
Up Experience Inc.” (the “Domestication”). Further, on July 13, 2021 following the Domestication, as contemplated
by the Merger Agreement, we consummated the merger transactions contemplated by the Merger Agreement, whereby (i) the Blockers simultaneously
merged with and into the respective Blocker Merger Subs, with the Blockers surviving each merger as wholly owned subsidiaries of Aspirational
(the “First Step Blocker Mergers”), thereafter, the surviving Blockers simultaneously merged with and into Blocker Sub, with
Blocker Sub surviving each merger (the “Second Step Blocker Mergers”), and (iii) thereafter, Merger Sub merged with
and into WUP, with WUP surviving the merger and Aspirational as its managing member (the “Company Merger” and collectively
with the First Step Blocker Mergers and the Second Step Blocker Mergers, the “Mergers” and, together with the Domestication,
the “Business Combination”).
We are registering the resale of shares of Class A
common stock and warrants as required by (i) an amended and restated registration rights agreement, dated as of July 13, 2021
(the “Registration Rights Agreement”), entered into by and among Wheels Up, the Sponsor, certain equityholders of WUP, Leo
Austin, Neil Jacobs, Frank Newman and the other parties thereto; (ii) the subscription agreements (collectively, the “PIPE
Subscription Agreements”) entered into with certain investors (collectively, the “PIPE Investors”) pursuant to which
the PIPE Investors agreed to purchase, in the aggregate, 55,000,000 shares of Class A common stock at $10.00 per share for an aggregate
commitment amount of $550,000,000 (the “PIPE Investment”) and which was consummated substantially concurrently with the Closing;
and (iii) the warrant agreement, dated as of September 25, 2020 (the “warrant agreement”), entered into between
Aspirational and Continental Stock Transfer & Trust Company, as warrant agent (“Continental”).
The selling securityholders may offer, sell or distribute
all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated
prices. We will not receive any of the proceeds from such sales, but we will receive the proceeds from the exercise of the warrants.
We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance
with state securities or “blue sky” laws. The selling securityholders will bear all commissions and discounts, if any, attributable
to their sale of any of the securities. See “Plan of Distribution”.
Our Class A common stock is traded on the
New York Stock Exchange (the “NYSE”) under the symbol “UP.” Our public warrants are traded on the NYSE under
the symbol “UP WS” and, after resale, the private placement warrants will also trade under the same ticker symbol as the
public warrants. On August 9, 2022, the last reported sale price of our Class A common stock was $2.54 per share and on August
5, 2022 the last reported sale price of our public warrants was $0.3099 per warrant.
Investing in our securities involves a high degree
of risk. See “Risk Factors” beginning on page 9 of this prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is August
10, 2022
TABLE OF CONTENTS
You should rely only on the information contained
in this prospectus, any supplement to this prospectus or in any free writing prospectus, filed with the SEC. Neither we nor the selling
securityholders have authorized anyone to provide you with additional information or information different from that contained in this
prospectus filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you.
Neither we nor the selling securityholders are
offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus
or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.
For investors outside the United States: neither
we nor the selling securityholders, have done anything that would permit this offering or possession or distribution of this prospectus
in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who
come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities
and the distribution of this prospectus outside the United States.
To the extent there is a conflict between the information
contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the
SEC before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in
a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date,
the statement in the document having the later date modifies or supersedes the earlier statement.
ABOUT THIS
PROSPECTUS
This prospectus is part of a registration statement
on Form S-1 on Form S-3 that we filed with the SEC using the “shelf” registration process. Under this shelf registration
process, the selling securityholders may, from time to time, sell or otherwise distribute the securities offered by them as described
in the section titled “Plan of Distribution” in this prospectus. We will not receive any proceeds from the sale by
such selling securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance
by us of the shares of Class A common stock issuable upon the exercise of any warrants. We will receive proceeds from any exercise
of the warrants for cash.
Neither we nor the selling securityholders have authorized
anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable
prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor
the selling securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. Neither we nor the selling securityholders will make an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted.
We may also provide a prospectus supplement or post-effective
amendment to the registration statement to add information to, or update or change information contained in or incorporated into, this
prospectus or the registration statement of which this prospectus is a part. You should read both this prospectus and any applicable
prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we
refer you in the sections of this prospectus entitled “Where You Can Find More Information” and “Information
Incorporated by Reference.” To the extent there is a conflict between the information contained in this prospectus, on the
one hand, and the information contained in any document incorporated by reference filed with the SEC before the date of this prospectus,
on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is
inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having
the later date modifies or supersedes the earlier statement.
Unless the context otherwise requires, references
in this prospectus to the “Company,” “WUP,” “Wheels Up,” “we,” “us” or “our”
refers to Wheels Up Partners Holdings LLC, a Delaware limited liability company, and its consolidated subsidiaries prior to the consummation
of the Business Combination (the “Closing,” and such date of the consummation of the Business Combination, the “Closing
Date”) and to Wheels Up Experience Inc. and its consolidated subsidiaries following the Business Combination. References to “Aspirational”
refer to our predecessor company prior to the consummation of the Business Combination.
TRADEMARKS,
SERVICE MARKS AND TRADE NAMES
This prospectus contains some of our trademarks, service
marks and trade names, including, among others, Wheels Up. Each one of these trademarks, service marks or trade names is either (1) our
registered trademark, (2) a trademark for which we have a pending application, or (3) a trade name or service mark for which
we claim common law rights. All other trademarks, trade names or service marks of any other company appearing in this prospectus belong
to their respective owners. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are
presented without the TM, SM and ® symbols, but such references are not intended to indicate, in any way, that we will
not assert, to the fullest extent under applicable law, our respective rights or the rights of the applicable licensors to these trademarks,
service marks and trade names.
MARKET, INDUSTRY
AND OTHER DATA
This prospectus contains or incorporates by reference
certain estimates, projections and other information concerning our industry, our business and the markets for our services and products,
which are based on publicly available information, industry publications and surveys, reports from government agencies (such as the FAA),
reports by market participants and research firms and the independent sources listed below, as well as our own estimates, forecasts and
projections based on our management’s knowledge of and experience in the market sector in which we compete. This information involves
a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. In addition, projections,
assumptions and estimates of the future performance of the industry in which we operate, and our future performance are necessarily subject
to uncertainty and risk due to a variety of factors, including those described in or incorporated into the section titled “Risk
Factors.”
Certain information regarding members contained in
or incorporated herein this prospectus is based on internal surveys and studies we conduct and has not been verified by a third party.
Certain monetary amounts, percentages and other figures
included in this prospectus or incorporated herein have been subject to rounding adjustments. Accordingly, figures shown as totals in
certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages
in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede
them.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions and other important factors, many
of which are outside Wheels Up’s control, that could cause actual results to differ materially from the results discussed in the
forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the expectations,
hopes, beliefs, intentions or strategies of Wheels Up Experience Inc. regarding the future including, without limitation, statements
regarding: (i) the size, demands and growth potential of the markets for Wheels Up’s products and services and Wheels Up’s
ability to serve those markets, (ii) the degree of market acceptance and adoption of Wheels Up’s products and services, (iii) Wheels
Up’s ability to develop innovative products and services and compete with other companies engaged in the private aviation industry
and (iv) Wheels Up’s ability to attract and retain customers. In addition, any statements that refer to projections, forecasts,
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words “anticipate,” “believe,” continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “strive,” “would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that statement is not forward-looking. These forward-looking
statements are subject to risks, uncertainties and assumptions, including those described in the “Risk Factors.” Moreover,
we operate in a very competitive and rapidly changing environment. New risks and uncertainties arise from time to time, and it
is impossible for us to predict these events or how they may affect us. These risks, uncertainties and assumptions,
the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from
those anticipated or implied in the forward-looking statements. Forward-looking statements contained in this prospectus include, but
are not limited to, statements about:
| • | our
ability to successfully implement our growth strategies; |
| • | our
ability to expand existing products and service offerings or launch new products and service
offerings; |
| • | our
ability to achieve or maintain profitability in the future; |
| • | geopolitical
events and general economic conditions; |
| • | our
ability to grow complementary products and service offerings; |
| • | our
ability to adequately integrate past and future acquisitions into our business; |
| • | our
ability to respond to decreases in demand for private aviation services and changes in customer
preferences; |
| • | our
ability to operate in a competitive market; |
| • | the
impact of the COVID-19 pandemic on our business and financial condition; |
| • | our
ability to retain or attract key employees or other highly qualified personnel; |
| • | our
ability to obtain or maintain adequate insurance coverage; |
| • | our
ability to build and maintain strong brand identity for our products and services and expand
our customer base; |
| • | our
ability to respond to a failure in our technology to operate our business; |
| • | our
ability to obtain financing or access capital markets in the future; |
| • | our
ability to respond to regional or general downturns or severe weather or catastrophic occurrences
or other disruptions or events; |
| • | our
ability to respond to losses and adverse publicity stemming from accidents involving our
aircraft; |
| • | our
ability to respond to existing or new adverse regulations or interpretations thereof; |
| • | our
ability to successfully defend litigation or investigations; |
| • | the
impact of changes in U.S. tax laws; |
| • | our
ability to recognize the anticipated benefits of the Business Combination; |
| • | our
public securities’ potential liquidity and trading; and |
| • | other
factors detailed under the section entitled “Risk Factors”. |
We caution you that the foregoing list may not contain
all of the forward-looking statements made in this prospectus. You should not rely upon forward-looking statements as predictions of
future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe
that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. Except as required by law, we do not intend to update any of these forward-looking statements after the
date of this prospectus or to conform these statements to actual results or revised expectations.
You should read this prospectus and the documents that we incorporate
by reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part
with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially
different from what we expect.
CERTAIN
DEFINED TERMS
Unless otherwise stated in this prospectus
or the context otherwise requires, references to:
| • | “Aspirational”
are to Aspirational Consumer Lifestyle Corp. prior to its domestication as a corporation
in the State of Delaware; |
| • | “Aspirational
Class A ordinary shares” are to Aspirational’s Class A ordinary shares,
par value $0.0001 per share; “Aspirational Class B ordinary shares” are
to Aspirational’s Class B ordinary shares, par value $0.0001 per share; |
| • | “Blocker
Sub” are to Wheels Up Blocker Sub LLC, a Delaware limited liability company and a direct
wholly owned subsidiary of Aspirational; |
| • | “Board”
are to the board of directors of Wheels Up; |
| • | “Business
Combination” are to the Domestication together with the Mergers; |
| • | “Bylaws”
are to the bylaws of Wheels Up; |
| • | “Cayman
Constitutional Documents” are to Aspirational’s Amended and Restated Memorandum
and Articles of Association (as amended from time to time); |
| • | “Certificate
of Incorporation” are to the certificate of incorporation of Wheels Up; |
| • | “Citizen
of the United States” or “U.S. Citizen” are to the meanings of such terms
set forth in Title 49, U.S. Code, Section 40102 and administrative interpretations thereof
issued by the Department of Transportation or its predecessor or successors, or as the same
may be from time to time amended; |
| • | “Closing”
are to the closing of the Business Combination; |
| • | “Closing
Date” are to the date on which the Closing occurred or July 13, 2021. |
| • | “Class A
common stock” are to shares of our Class A common stock, par value $0.0001 per
share, which are entitled to one vote per share; |
| • | “Company,”
“we,” “us” and “our” are to Aspirational prior to its
domestication as a corporation in the State of Delaware and to Wheels Up after its domestication
as a corporation incorporated in the State of Delaware, unless otherwise indicated in this
prospectus; |
| • | “Company
Merger” are to the merger of Merger Sub with and into WUP, with WUP surviving the merger
with Aspirational as its managing member; |
| • | “Continental”
are to Continental Stock Transfer & Trust Company; |
| • | “COVID-19”
are to SARS-CoV-2 or COVID-19, and any evolutions or variations thereof; |
| • | “Delta”
are to Delta Air Lines, Inc.; |
| • | “DGCL”
are to the General Corporation Law of the State of Delaware; |
| • | “Earnout
Shares” are to shares of Class A common stock that former WUP equityholders will
have the right to receive, including profits interests holders and restricted interest holders,
but excluding option holders, through the issuance of Wheels Up EO Units (as defined in the
Merger Agreement) that upon vesting may become exchangeable for, up to an aggregate of 9,000,000
additional shares of Class A common stock in three equal tranches which are issuable
upon the achievement of share price thresholds for Class A common stock of $12.50, $15.00
and $17.50, respectively; |
| • | “Exchange
Act” are to the Securities Exchange Act of 1934, as amended; |
| • | “FAA”
are to the Federal Aviation Administration; |
| • | “First
Step Blocker Mergers” are to the simultaneous mergers of the Blockers with and into
the respective Blocker Merger Subs, with the Blockers surviving each merger as wholly owned
subsidiaries of Aspirational; |
| • | “initial
public offering” are to Aspirational’s initial public offering that was consummated
on September 25, 2020; |
| • | “IPO
Registration Statement” are to the Registration Statement on Form S-1 (333-248592)
filed by Aspirational in connection with its initial public offering, which became effective
on September 22, 2020; |
| • | “Merger
Agreement” are to the Agreement and Plan of Merger, dated as of February 1, 2021,
as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of May 6,
2021, by and among Aspirational, WUP, Merger Sub, Blocker Sub, the Blocker Merger Subs (as
defined in the Merger Agreement) and the Blockers (as defined in the Merger Agreement); |
| • | “Merger
Sub” are to KittyHawk Merger Sub LLC, a Delaware limited liability company and a direct
wholly owned subsidiary of Aspirational; |
| • | “Mergers”
are to the First Step Blocker Mergers, the Second Step Blocker Mergers and the Company Merger,
collectively; |
| • | “NYSE”
are to the New York Stock Exchange; |
| • | “ordinary
shares” are to the Aspirational Class A ordinary shares and the Aspirational Class B
ordinary shares, collectively; |
| • | “Organizational
Documents” are to the Certificate of Incorporation and the Bylaws; |
| • | “Person”
are to any individual, firm, corporation, partnership, limited liability company, incorporated
or unincorporated association, joint venture, joint stock company, governmental authority
or instrumentality or other entity of any kind; |
| • | “PIPE
Investment” are to the purchase of shares of our Class A common stock pursuant
to the PIPE Subscription Agreements; |
| • | “PIPE
Shares” are shares of Class A common stock issued in the PIPE Investment; |
| • | “PIPE
Subscription Agreements” are to the subscription agreements pursuant to which the PIPE
Investment was consummated; |
| • | “PI
units” are profits interests units which are subdivided into separate series designations
which correspond to the respective series of WUP Profits Interests; |
| • | “private
placement warrants” are to the Aspirational private placement warrants outstanding
as of the date of this prospectus and the warrants of Wheels Up issued as a matter of law
upon the conversion thereof at the time of the Domestication; |
| • | “public
warrants” are to the redeemable warrants (including those that underlie the units)
that were offered and sold by Aspirational in its initial public offering and registered
pursuant to the IPO Registration Statement or the redeemable warrants of Wheels Up issued
as a matter of law upon the conversion thereof at the time of the Domestication, as context
requires; |
| • | “redemption”
are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents
and the Organizational Documents; |
| • | “Registration
Rights Agreement” are to the Amended and Restated Registration Rights Agreement dated
as of July 13, 2021, by and among Wheels Up, the Sponsor, certain former equityholders
of WUP and the other parties thereto; |
| • | “SEC”
are to the U.S. Securities and Exchange Commission; |
| • | “Second
Step Blocker Mergers” are to the mergers of the surviving Blockers with and into Blocker
Sub, with Blocker Sub surviving each Merger; |
| • | “selling
securityholder” are certain of the selling securityholders named in this prospectus; |
| • | “special
missions” are to our government, defense and emergency and medical transport businesses; |
| • | “Sponsor”
are to Aspirational Consumer Lifestyle Sponsor LLC, a Cayman Islands limited liability company; |
| • | “U.S.”
or “United States” are to the United States of America; |
| • | “warrants”
are to the public warrants and the private placement warrants; |
| • | “Wheels
Up” are to Aspirational after the Domestication and/or the Business Combination, including
after its name change from Aspirational Consumer Lifestyle Corp. to “Wheels Up Experience
Inc.,” as applicable, and inclusive of its consolidated subsidiaries; and |
| • | “WUP”
are to Wheels Up Partners Holdings LLC and its consolidated subsidiaries prior to the Business
Combination. |
PROSPECTUS
SUMMARY
The following
summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should
consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including
the consolidated financial statements and the related notes included in this prospectus and the information set forth under “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Overview
Wheels Up is
the leading provider of “on demand” private aviation in the U.S. and one of the largest private aviation companies in the
world. Our mission is to connect flyers to private aircraft — and one another — to deliver exceptional, personalized experiences.
Wheels Up is
pioneering data and technology-driven solutions that connect consumers to safety-vetted and verified private aircraft. Our offerings
consist of a suite of products and services, that include multi-tiered membership programs, on-demand flights across all private aircraft
cabin categories, aircraft management, retail and wholesale charter, whole aircraft acquisitions and sales, corporate flight solutions,
special missions, signature events and experiences, and commercial travel benefits through our strategic partnership with Delta. We believe
our diversified marketplace platform offers a solution for market participants, from aircraft owners and operators to individual and
corporate flyers across a wide range of flight needs.
We are focused
on making private aviation more accessible and significantly expand our total addressable market. We believe a user-friendly, transparent
“search, book and fly” digital experience will remove friction points for new entrants to private aviation as well as appeal
to those who currently use more analog and opaque competitive options. We also believe that many of these customers, once exposed to
the Wheels Up experience and brand ecosystem, will, over time, become an important part of our member community. Our members are expected
to be a critical component of our business and brand, and we remain committed to continuing to deliver for them on our promise of value,
service and experience.
Corporate
Information
Aspirational
was incorporated on July 7, 2020 as a special purpose acquisition company and a Cayman Islands exempted company under the name Aspirational
Consumer Lifestyle Corp. On September 25, 2020, Aspirational completed its initial public offering. On July 13, 2021, Aspirational
consummated the Business Combination with WUP pursuant to the Merger Agreement. In connection with the Business Combination, Aspirational
changed its name to Wheels Up Experience Inc.
Wheels Up’s
principal executive offices are located at 601 West 26th Street, Suite 900, New York, New York 10001. Our telephone number is (212)
257-5252. Our internet address is www.wheelsup.com. The information on, or that can be accessed through, our website is not incorporated
by reference and is not part of this prospectus or the registration statement of which this prospectus is a part. The website address
is included as an inactive textual reference only.
The Offering
Issuer |
Wheels
Up Experience Inc. (formerly known as Aspirational Consumer Lifestyle Corp.) |
|
|
Issuance
of Class A common stock |
|
|
|
Shares
of Class A common stock offered by Wheels Up |
12,521,494
shares, consisting of:
• 4,529,950
shares that are issuable by us upon the exercise of the private placement warrants; and
• 7,991,544
shares that are issuable by us upon the exercise of the public warrants. |
|
|
Shares
of Class A common stock outstanding prior to exercise of all warrants |
244,274,300
shares (as of July 14, 2022) |
|
|
Exercise
price of warrants |
$11.50
per share, subject to adjustments as described herein |
|
|
Use
of proceeds |
We
will receive up to an aggregate of approximately $144.0 million from the exercise of the warrants, assuming the exercise in full
of all of the warrants for cash. We expect to use any net proceeds from the exercise of the warrants for general corporate purposes,
which may include acquisitions and other business opportunities, capital expenditures and working capital. See “Use of Proceeds.” |
|
|
Resale
of Class A common stock and private placement warrants |
|
|
|
Shares
of Class A common stock offered by the selling securityholders |
193,195,497
shares, consisting of:
1. 138,195,497
shares issued in connection with the Mergers; and
2. 55,000,000
PIPE shares. |
|
|
Warrants
offered by the selling securityholders |
4,529,950
private placement warrants |
|
|
Terms
of the offering |
The
selling securityholders will determine when and how they will dispose of the shares of Class A common stock and warrants registered
under this prospectus for resale. See “Use of Proceeds.” |
|
|
Use
of proceeds |
We
will not receive any proceeds from the sale of shares of Class A common stock or private placement warrants by the selling securityholders. |
|
|
Risk
factors |
See
“Risk Factors” and other information included in this prospectus for a discussion of factors you should consider
before investing in our securities. |
|
|
Market
for Class A common stock and warrants |
Our
Class A common stock is traded on the NYSE under the symbol “UP.” Our public warrants are quoted on the NYSE under
the symbol “UP WS” and, after resale, the private placement warrants will also trade under the same ticker symbol as
the public warrants. |
RISK FACTORS
An
investment in our securities involves risks and uncertainties. You should carefully consider the risks set forth under “Risk Factors”
in any applicable prospectus supplement, under “Risk Factor” under Item 1A
of Part I of our Annual Report incorporated by reference herein, and all of the other information contained or incorporated by reference
in this prospectus, before investing in our securities. We operate in a changing environment that involves numerous known and unknown
risks and uncertainties that could materially adversely affect our operations. Additional risks and uncertainties not currently known
to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results
of operations or prospects. In such a case, the trading price of our securities could decline and you may lose all or part of your investment
in us. In addition, much of the business information, as well as the financial and operational data contained in our risk factors, are
updated by our periodic reports filed with the SEC pursuant to the Exchange Act, which are also incorporated by reference into the registration
statement of which this prospectus is a part. For more information, see “Where You Can Find More Information” and “Information
Incorporated by Reference.”
USE OF
PROCEEDS
We will not
receive any of the proceeds from the sale of the underlying shares of our Class A common stock or the private placement warrants
by the selling securityholders.
Each warrant entitles the holder
thereof to purchase upon exercise one share of our Class A common stock for $11.50 per share and is exercisable until 5:00 p.m.,
New York City time, on July 13, 2026. We would receive approximately $144.0 million in proceeds assuming the exercise of all of
the warrants for cash. The private placement warrants may be exercised on a “cashless basis” so long as they are held by
their initial purchasers or their permitted transferees. We expect to use any net proceeds from the exercise of the warrants for general
corporate purposes, which may include acquisitions and other business opportunities, capital expenditures and working capital. Our management
will have broad discretion over the use of proceeds from the exercise of the warrants. There is no assurance that the holders of warrants
will elect to exercise any or all of the warrants. To the extent that the private placement warrants are exercised on a “cashless
basis,” the amount of cash we would receive from the exercise of the warrants will decrease.
SELLING SECURITYHOLDERS
This prospectus relates to (i) the resale of up to 138,195,497
shares of Class A common stock issued in connection with the Mergers by certain of the selling securityholders; (ii) the resale
of up to 55,000,000 PIPE shares by certain of the selling securityholders; and (iii) the resale of up to 4,529,950 private placement
warrants.
This prospectus also relates to the issuance by us of up to (i) 4,529,950
shares of Class A common stock that are issuable by us upon the exercise of the private placement warrants; and (ii) 7,991,544
shares of Class A common stock that are issuable by us upon the exercise of 7,991,544 public warrants.
The selling securityholders may from time to time offer and sell any
or all of the shares of Class A common stock and warrants set forth below pursuant to this prospectus and any accompanying prospectus
supplement. When we refer to the “selling securityholders” in this prospectus, we mean the persons listed in the table below
and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the selling securityholders’
interest in the Class A common stock and warrants, other than through a public sale.
The following table sets forth, as of the date of this prospectus,
the names of the selling securityholders, and the aggregate number of shares of Class A common stock and warrants that the selling
securityholders may offer pursuant to this prospectus. The table does not include the issuance by us of up to 7,991,544 shares of Class A
common stock upon the exercise of the public warrants, each of which is also covered by this prospectus. For purposes of this table,
we have assumed that the selling securityholders will have sold all of the securities covered by this prospectus upon the completion
of the offering. In addition, we assume that the selling securityholders have not sold, transferred or otherwise disposed of, the Company’s
securities in transactions exempt from the registration requirements of the Securities Act.
Selling securityholder information for each additional selling securityholder,
if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of selling securityholder’s
shares pursuant to this prospectus. To the extent permitted by law, a prospectus supplement may add, update, substitute, or change the
information contained in this prospectus, including the identity of each selling securityholder and the number of shares of Class A
common stock or warrants registered on its behalf. A selling securityholder may sell or otherwise transfer all, some or none of such
shares of Class A common stock or warrants in this offering. See “Plan of Distribution”.
For information regarding transactions between us and the selling
securityholders, see the section entitled “Certain Relationships and Related Person Transactions”.
|
| Before
the Offering |
| After
the Offering | |
Name
of Selling Securityholders(1) |
| Number
of
Shares of
Class A
Common
Stock |
| Number
of
Warrants |
| Number
of
Shares of
Class A
Common
Stock Being
Offered |
| Number
of
Warrants
Being
Offered |
| Number
of
Shares of
Class A
Common
Stock |
| Percentage
of
Shares of
Class A
Common
Stock |
| Number
of
Warrants(108) |
| Percentage
of
Outstanding
Warrants(108) | |
Delta Air Lines, Inc.(2) |
| 54,309,541 |
| — |
| 54,309,541 |
| — |
| — |
| — |
| — |
| — | |
T. Rowe Price New Horizons Fund, Inc.(3) |
| 10,959,020 |
| — |
| 10,959,020 |
| — |
| — |
| — |
| — |
| — | |
T. Rowe Price New Horizons Trust(4) |
| 1,135,228 |
| — |
| 1,135,228 |
| — |
| — |
| — |
| — |
| — | |
T. Rowe Price U.S. Equities
Trust(5) |
| 85,067 |
| — |
| 85,067 |
| — |
| — |
| — |
| — |
| — | |
Mag & Co fbo Fidelity
Growth Company Commingled Pool(6) |
| 6,256,350 |
| — |
| 6,256,350 |
| — |
| — |
| — |
| — |
| — | |
Mag & Co fbo Fidelity
Mt. Vernon Street Trust: Fidelity Series Growth Company Fund(7) |
| 1,754,871 |
| — |
| 1,754,871 |
| — |
| — |
| — |
| — |
| — | |
Powhatan & Co., LLC
fbo Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund(8) |
| 6,333,251 |
| — |
| 6,333,251 |
| — |
| — |
| — |
| — |
| — | |
Booth &
Co fbo Fidelity Securities Fund: Fidelity OTC Portfolio(9). |
| 846,444 |
| — |
| 846,444 |
| — |
| — |
| — |
| — |
| — | |
New Enterprise
Associates 15, L.P.(10) |
| 1,108,372 |
| — |
| 1,108,372 |
| — |
| — |
| — |
| — |
| — | |
Talon Aviation, Inc.(11) |
| 4,145,096 |
| — |
| 4,145,096 |
| — |
| — |
| — |
| — |
| — | |
Franklin Growth
Opportunities Fund(12) |
| 2,417,972 |
| — |
| 2,417,972 |
| — |
| — |
| — |
| — |
| — | |
Franklin Small
Cap Growth Fund(13) |
| 2,072,547 |
| — |
| 2,072,547 |
| — |
| — |
| — |
| — |
| — | |
Kenneth Dichter(14) |
| 23,188,984 |
| — |
| 23,188,984 |
| — |
| — |
| — |
| — |
| — | |
Lee Applbaum(15) |
| 1,195,104 |
| — |
| 1,195,104 |
| — |
| — |
| — |
| — |
| — | |
Thomas W. Bergeson(16) |
| 805,686 |
| — |
| 805,686 |
| — |
| — |
| — |
| — |
| — | |
Dan Crowe(17) |
| 860,492 |
| — |
| 860,492 |
| — |
| — |
| — |
| — |
| — | |
Stephanie Chung(18) |
| 115,098 |
| — |
| 115,098 |
| — |
| — |
| — |
| — |
| — | |
Lee Gossett(19) |
| 149,627 |
| — |
| 149,627 |
| — |
| — |
| — |
| — |
| — | |
Greg Greeley(20). |
| 1,150,980 |
| — |
| 1,150,980 |
| — |
| — |
| — |
| — |
| — | |
Henry Schachar(21) |
| 1,190,030 |
| — |
| 1,190,030 |
| — |
| — |
| — |
| — |
| — | |
Laura Heltebran(22) |
| 460,392 |
| — |
| 460,392 |
| — |
| — |
| — |
| — |
| — | |
Jason Horowitz(23) |
| 2,919,119 |
| — |
| 2,919,119 |
| — |
| — |
| — |
| — |
| — | |
Eric Jacobs(24) |
| 2,762,480 |
| — |
| 2,762,480 |
| — |
| — |
| — |
| — |
| — | |
Francesca Molinari(25) |
| 345,294 |
| — |
| 345,294 |
| — |
| — |
| — |
| — |
| — | |
Ken Napolitano(26) |
| 956,550 |
| — |
| 956,550 |
| — |
| — |
| — |
| — |
| — | |
Daniel Tharp(27). |
| 1,542,678 |
| — |
| 1,542,678 |
| — |
| — |
| — |
| — |
| — | |
David Adelman(28) |
| 1,368,802 |
| — |
| 1,368,802 |
| — |
| — |
| — |
| — |
| — | |
Timothy Armstrong(29) |
| 1,132,044 |
| — |
| 1,133,576 |
| — |
| — |
| — |
| — |
| — | |
Chih Cheung(30) |
| 216,245 |
| — |
| 216,245 |
| — |
| — |
| — |
| — |
| — | |
Alan Goldfarb(31) |
| 497,188 |
| — |
| 497,188 |
| — |
| — |
| — |
| — |
| — | |
Brian Radecki(32) |
| 301,322 |
| — |
| 301,322 |
| — |
| — |
| — |
| — |
| — | |
Susan Schuman(33) |
| 34,529 |
| — |
| 34,529 |
| — |
| — |
| — |
| — |
| — | |
Michael Mullen(34) |
| 117,650 |
| — |
| 117,650 |
| — |
| — |
| — |
| — |
| — | |
Shoshana Dichter(35) |
| 4,807 |
| — |
| 4,807 |
| — |
| — |
| — |
| — |
| — | |
Artisan Small
Cap Fund, a mutual fund series of Artisan Partners Funds, Inc.(36) |
| 1,000,000 |
| — |
| 1,000,000 |
| — |
| — |
| — |
| — |
| — | |
Durable Capital
Master Fund LP(37) |
| 2,500,000 |
| — |
| 2,500,000 |
| — |
| — |
| — |
| — |
| — | |
FLAPPER CO fbo
FIAM Target Date Blue Chip Growth Commingled Pool(38) |
| 88,809 |
| — |
| 88,809 |
| — |
| — |
| — |
| — |
| — | |
Mag &
Co fbo Fidelity Blue Chip Growth Commingled Pool(39) |
| 38,332 |
| — |
| 38,332 |
| — |
| — |
| — |
| — |
| — | |
Mag &
Co fbo Fidelity Securities Fund: Fidelity Blue Chip Growth Fund(40) |
| 1,113,277 |
| — |
| 1,113,277 |
| — |
| — |
| — |
| — |
| — | |
THISBE & Co: FBO Fidelity
Blue Chip Growth Institutional Trust(41) |
| 3,064 |
| — |
| 3,064 |
| — |
| — |
| — |
| — |
| — | |
Powhatan & Co., LLC
fbo Fidelity Mt. Vernon Street Trust: Fidelity Growth Company K6 Fund(42) |
| 961,536 |
| — |
| 961,536 |
| — |
| — |
| — |
| — |
| — | |
Booth & Co fbo Fidelity
Securities Fund: Fidelity Flex Large Cap Growth Fund(43) |
| 2,337 |
| — |
| 2,337 |
| — |
| — |
| — |
| — |
| — | |
WAVECHART
+ CO fbo Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund(44) |
| 132,086 |
| — |
| 132,086 |
| — |
| — |
| — |
| — |
| — | |
Booth & Co FBO Fidelity
Securities Fund: Fidelity Blue Chip Growth K6 Fund(45) |
| 122,096 |
| — |
| 122,096 |
| — |
| — |
| — |
| — |
| — | |
Franklin Strategic Series —
Franklin Grown Opportunities Fund(46) |
| 3,500,000 |
| — |
| 3,500,000 |
| — |
| — |
| — |
| — |
| — | |
Franklin Strategic Series —
Franklin Small Cap Grown Fund(47) |
| 2,000,000 |
| — |
| 2,000,000 |
| — |
| — |
| — |
| — |
| — | |
Franklin Templeton Investment
Funds — Templeton Global Income Fund(48) |
| 224,500 |
| — |
| 224,500 |
| — |
| — |
| — |
| — |
| — | |
Franklin Templeton Investment
Funds — Templeton Global Smaller Companies Fund(49) |
| 115,000 |
| — |
| 115,000 |
| — |
| — |
| — |
| — |
| — | |
MassMutual Select Funds —
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund(50) |
| 18,235 |
| — |
| 18,235 |
| — |
| — |
| — |
| — |
| — | |
T. Rowe Price Small- Cap Value Fund, Inc.(51) |
| 1,457,300 |
| — |
| 1,457,300 |
| — |
| — |
| — |
| — |
| — | |
T. Rowe Price U.S. Small-Cap
Value Equities Trust(52) |
| 495,566 |
| — |
| 495,566 |
| — |
| — |
| — |
| — |
| — | |
Templeton Global Investment
Trust — Templeton Global Balanced Fund(53) |
| 439,500 |
| — |
| 439,500 |
| — |
| — |
| — |
| — |
| — | |
Templeton Global Smaller Companies
Fund(54) |
| 1,229,000 |
| — |
| 1,229,000 |
| — |
| — |
| — |
| — |
| — | |
Templeton Global Smaller Companies
Fund(55) |
| 192,000 |
| — |
| 192,000 |
| — |
| — |
| — |
| — |
| — | |
Alyeska Master Fund, LP(56) |
| 1,750,000 |
| — |
| 1,750,000 |
| — |
| — |
| — |
| — |
| — | |
BEMAP Master Fund Ltd (Monashee)(57) |
| 571,776 |
| — |
| 571,776 |
| — |
| — |
| — |
| — |
| — | |
Bespoke Alpha MAC MIM LP (Monashee)(58) |
| 73,194 |
| — |
| 73,194 |
| — |
| — |
| — |
| — |
| — | |
DS Liquid Div RVA MON LLC (Monashee)(59) |
| 482,232 |
| — |
| 482,232 |
| — |
| — |
| — |
| — |
| — | |
EC Longhorn LLC(60) |
| 286,756 |
| — |
| 286,756 |
| — |
| — |
| — |
| — |
| — | |
Eminence Holdings LLC(61) |
| 1,713,244 |
| — |
| 1,713,244 |
| — |
| — |
| — |
| — |
| — | |
Ghisallo Master Fund LP(62) |
| 1,500,000 |
| — |
| 1,500,000 |
| — |
| — |
| — |
| — |
| — | |
Entities affiliated with Hedosophia(63) |
| 2,324,545 |
| — |
| 2,324,545 |
| — |
| — |
| — |
| — |
| — | |
HG Vora Special Opportunities
Master Fund, Ltd.(64) |
| 9,000,000 |
| — |
| 9,000,000 |
| — |
| — |
| — |
| — |
| — | |
Hunter Peak Investments Fund,
LP(65) |
| 300,000 |
| — |
| 300,000 |
| — |
| — |
| — |
| — |
| — | |
Integrated Core Strategies (US)
LLC/Millennium(66) |
| 1,750,000 |
| — |
| 1,750,000 |
| — |
| — |
| — |
| — |
| — | |
Jane Street Global Trading, LLC(67) |
|
1,500,000 |
|
— |
|
1,500,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
JPK Capital Holdings (Barbados) Inc.(68) |
|
50,000 |
|
— |
|
50,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
JPK Capital Holdings (Barbados) Inc.(69) |
|
500,000 |
|
— |
|
500,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Linden Capital L.P.(70) |
|
1,000,000 |
|
— |
|
1,000,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Luxor Capital Partners(71) |
|
1,146,122 |
|
— |
|
1,146,122 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Luxor Capital Partners Long(72) |
|
30,446 |
|
— |
|
30,446 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Luxor Capital Partners Long Offshore Master Fund(73) |
|
8,419 |
|
— |
|
8,419 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Luxor Capital Partners Offshore Master Fund(74) |
|
721,095 |
|
— |
|
721,095 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Luxor Wavefront(75) |
|
593,918 |
|
— |
|
593,918 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Millais Limited(76) |
|
300,000 |
|
— |
|
300,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
BMO Nesbitt Burns ITF MMCAP International Inc. SPC for
and on behalf of MMCAP Master Segregated Portfolio(77) |
|
500,000 |
|
— |
|
500,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
MMF LT, LLC(78) |
|
1,500,000 |
|
— |
|
1,500,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Monashee Pure Alpha SPV I LP (79) |
|
339,842 |
|
— |
|
339,842 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Monashee Solitario Fund LP(80) |
|
435,922 |
|
— |
|
435,922 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Norges Bank(81) |
|
2,000,000 |
|
— |
|
2,000,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
SFL SPV I LLC (Monashee)(82) |
|
97,034 |
|
— |
|
97,034 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Sixth Sense Advisory LLC(83) |
|
30,000 |
|
— |
|
30,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
The 2019 Michael G. Mullen Irrevocable Trust(84) |
|
5,000 |
|
— |
|
5,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Gundy ITF The HGC Fund LP(85) |
|
500,000 |
|
— |
|
500,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Third Point Loan(86) |
|
2,500,000 |
|
— |
|
2,500,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Times Square Capital , LLC on behalf of PG&E Company
Retirement Master Trust(87) |
|
73,000 |
|
— |
|
73,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Times Square Capital Management, LLC American Legacy Fund(88). |
|
10,000 |
|
— |
|
10,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Times Square Capital Management, LLC Collective Investment
Trust(89). |
|
275,000 |
|
— |
|
275,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Times Square Capital Management, LLC on behalf of Cox Enterprises
Inc. Master Trust(90) |
|
90,000 |
|
— |
|
90,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Times Square Capital Management, LLC on behalf of Guidestone
Capital Management, LLC(91) |
|
100,500 |
|
— |
|
100,500 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Times Square Capital Management, LLC on behalf of Hallmark
Cards Inc Master Trust(92) |
|
15,000 |
|
— |
|
15,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Times Square Capital Management, LLC on behalf of Pacific
Gas and Electric Company Post Retirement Medical Plan Trust Non-Management Employees and Retirees(93) |
|
3,300 |
|
— |
|
3,300 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Times Square Capital Management, LLC on behalf of Prudential
Retirement Insurance and Annuity Company(94) |
|
468,900 |
|
— |
|
468,900 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Times Square Capital Management, LLC on behalf of The Kemper &
Ethel Marley Foundation(95) |
|
10,500 |
|
— |
|
10,500 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Times Square Capital Management, LLC on behalf of Supervalu
Inc. Master Investment Trust(96) |
|
3,800 |
|
— |
|
3,800 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Topia Ventures, LLC(97) |
|
500,000 |
|
— |
|
500,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Vellar Opportunites Fund Master, Ltd.(98) |
|
200,000 |
|
— |
|
200,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Weiss Ventures I LLC(99) |
|
1,500,000 |
|
— |
|
1,500,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Ravinder Singh Thakran(100)
. |
|
3,082,339 |
(101) |
1,336,335 |
|
3,082,339 |
(101) |
1,336,335 |
|
— |
|
— |
|
— |
|
— |
|
Liber Pater, LLC(102) |
|
3,552,527 |
(103) |
1,540,183 |
|
3,552,527 |
(103) |
1,540,183 |
|
— |
|
— |
|
— |
|
— |
|
Birdwing Investments Limited(104) |
|
1,044,861 |
(105) |
452,995 |
|
1,044,861 |
(105) |
452,995 |
|
— |
|
— |
|
— |
|
— |
|
Additional Selling Holders(106) |
|
541,549 |
(107) |
22,650 |
|
541,549 |
(107) |
22,650 |
|
— |
|
— |
|
— |
|
— |
|
| (1) | Unless
otherwise noted, the business address of each of those listed in the table is c/o Wheels
Up Experience Inc., 601 West 26th Street, New York, NY 10001. |
| (2) | Consists
of (i) 52,000,995 shares of Class A common stock and (ii) 2,308,546 shares
of Class A common stock that may become issuable as Earnout Shares. Delta Air Lines, Inc.
is a 5% stockholder of Wheels Up and is a party to the Registration Rights Agreement. The
address of Delta Air Lines, Inc. is Delta Air Lines, Inc., General Offices —
Dept. 830, 1030 Delta Boulevard, Atlanta, Georgia 30354. |
| (3) | Consists
of (i) 10,493,182 shares of Class A common stock and (ii) 465,838 shares of
Class A common stock that may become issuable as Earnout Shares. T. Rowe Price New Horizons
Fund, Inc. is a party to the Registration Rights Agreement. The address of T. Rowe Price
New Horizons Fund, Inc. is c/o T. Rowe Price Associates, Inc., 100 East Pratt Street
Baltimore, Maryland 21202. |
| (4) | Consists
of (i) 1,086,973 shares of Class A common stock and (ii) 48,255 shares of
Class A common stock that may become issuable as Earnout Shares. T. Rowe Price New Horizons
Trust is a party to the Registration Rights Agreement. The address of T. Rowe Price New Horizons
Trust is c/o T. Rowe Price Associates, Inc., 100 East Pratt Street Baltimore, Maryland
21202. |
| (5) | Consists
of (i) 82,680 shares of Class A common stock and (ii) 2,387 shares of Class A
common stock that may become issuable as Earnout Shares. T. Rowe Price U.S. Equities Trust
is a party to the Registration Rights Agreement. The address of T. Rowe Price U.S. Equities
Trust is c/o T. Rowe Price Associates, Inc., 100 East Pratt Street Baltimore, Maryland
21202. |
| (6) | Consists
of (i) 6,069,991 shares of Class A common stock and (ii) 186,359 shares of
Class A common stock that may become issuable as Earnout Shares. Mag & Co fbo
Fidelity Growth Company Commingled Pool is a party to the Registration Rights Agreement.
Managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director,
the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson
family, including Abigail P. Johnson, are the predominant owners, directly or through trusts,
of Series B voting common shares of FMR LLC, representing 49% of the voting power of
FMR LLC. The Johnson family group and all other Series B shareholders have entered into
a shareholders’ voting agreement under which all Series B voting common shares
will be voted in accordance with the majority vote of Series B voting common shares.
Accordingly, through their ownership of voting common shares and the execution of the shareholders’
voting agreement, members of the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail
P. Johnson has the sole power to vote or direct the voting of the shares owned directly by
the Fidelity Funds advised by FMR Co, a wholly owned subsidiary of FMR LLC, which power resides
with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research
Company, LLC carries out the voting of the shares under written guidelines established by
the Fidelity Funds’ Boards of Trustees. The address of Mag & Co fbo Fidelity
Growth Company Commingled Pool is 245 Summer Street, Boston, MA 02210. |
| (7) | Consists
of (i) 1,680,277 shares of Class A common stock and (ii) 74,594 shares of
Class A common stock that may become issuable as Earnout Shares. Mag & Co fbo
Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund is a party to
the Registration Rights Agreement. Managed by direct or indirect subsidiaries of FMR LLC.
Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President
of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant
owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing
49% of the voting power of FMR LLC. The Johnson family group and all other Series B
shareholders have entered into a shareholders’ voting agreement under which all Series B
voting common shares will be voted in accordance with the majority vote of Series B
voting common shares. Accordingly, through their ownership of voting common shares and the
execution of the shareholders’ voting agreement, members of the Johnson family may
be deemed, under the Investment Company Act of 1940, to form a controlling group with respect
to FMR LLC. |
Neither FMR LLC nor Abigail P. Johnson has the sole power
to vote or direct the voting of the shares owned directly by the Fidelity Funds advised by FMR Co, a wholly owned subsidiary of FMR LLC,
which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company, LLC carries out
the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address of Mag &
Co fbo Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund is 245 Summer Street, Boston, MA 02210.
| (8) | Consists
of (i) 6,071,110 shares of Class A common stock and (ii) 262,141 shares of
Class A common stock that may become issuable as Earnout Shares. Powhatan &
Co., LLC fbo Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund is a party to
the Registration Rights Agreement. Managed by direct or indirect subsidiaries of FMR LLC.
Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President
of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant
owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing
49% of the voting power of FMR LLC. The Johnson family group and all other Series B
shareholders have entered into a shareholders’ voting agreement under which all Series B
voting common shares will be voted in accordance with the majority vote of Series B
voting common shares. Accordingly, through their ownership of voting common shares and the
execution of the shareholders’ voting agreement, members of the Johnson family may
be deemed, under the Investment Company Act of 1940, to form a controlling group with respect
to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the
voting of the shares owned directly by the Fidelity Funds advised by FMR Co, a wholly owned
subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees.
Fidelity Management & Research Company, LLC carries out the voting of the shares
under written guidelines established by the Fidelity Funds’ Boards of Trustees. The
address of Powhatan & Co., LLC fbo Fidelity Mt. Vernon Street Trust: Fidelity Growth
Company Fund is 245 Summer Street, Boston, MA 02210. |
| (9) | Consists
of (i) 810,464 shares of Class A common stock and (ii) 35,980 shares of Class A
common stock that may become issuable as Earnout Shares. Booth & Co fbo Fidelity
Securities Fund: Fidelity OTC Portfolio is a party to the Registration Rights Agreement.
Managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director,
the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson
family, including Abigail P. Johnson, are the predominant owners, directly or through trusts,
of Series B voting common shares of FMR LLC, representing 49% of the voting power of
FMR LLC. The Johnson family group and all other Series B shareholders have entered into
a shareholders’ voting agreement under which all Series B voting common shares
will be voted in accordance with the majority vote of Series B voting common shares.
Accordingly, through their ownership of voting common shares and the execution of the shareholders’
voting agreement, members of the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail
P. Johnson has the sole power to vote or direct the voting of the shares owned directly by
the Fidelity Funds advised by FMR Co, a wholly owned subsidiary of FMR LLC, which power resides
with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research
Company, LLC carries out the voting of the shares under written guidelines established by
the Fidelity Funds’ Boards of Trustees. The address of Booth & Co fbo Fidelity
Securities Fund: Fidelity OTC Portfolio is 245 Summer Street, Boston, MA 02210. |
| (10) | Consists
of (i) 1,061,259 shares of Class A common stock and (ii) 47,113 shares of
Class A common stock that may become issuable as Earnout Shares. New Enterprise Associates
15, L.P. is a party to the Registration Rights Agreement. The address of New Enterprise Associates
15, L.P. is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. |
| (11) | Consists
of (i) 3,968,899 shares of Class A common stock and (ii) 176,197 shares of
Class A common stock that may become issuable as Earnout Shares. Talon Aviation, Inc.
is a party to the Registration Rights Agreement. The address of Talon Aviation, Inc.
is 8001 Interport Blvd, Ste 310, Englewood, CO 80112. |
| (12) | Consists
of (i) 2,315,191 shares of Class A common stock and (ii) 102,781 shares of
Class A common stock that may become issuable as Earnout Shares. Franklin Growth Opportunities
Fund is a party to the Registration Rights Agreement. The address of Franklin Growth Opportunities
Fund is One Franklin Pkwy, San Mateo, CA, 94403. |
| (13) | Consists
of (i) 1,984,449 shares of Class A common stock and (ii) 88,098 shares of
Class A common stock that may become issuable as Earnout Shares. Franklin Small Cap
Growth Fund is a party to the Registration Rights Agreement. The address of Franklin Small
Cap Growth Fund is One Franklin Pkwy, San Mateo, CA, 94403. |
| (14) | Consists
of (i) 13,153,435 shares of Class A common stock, (ii) 1,022,449 shares of
Class A common stock that may become issuable as Earnout Shares, and (ii) 9,013,020
shares of Class A common stock that would become issuable upon the exchange of all outstanding
WUP Profits Interests held by Mr. Dichter assuming full appreciation and without regard
to applicable hurdle amounts. The actual number of shares of Class A common stock to
be received by Mr. Dichter upon exchange of such WUP Profits Interests will be less
than the amount shown, and will be based on the intrinsic value thereof relative to the trading
price of the Class A common stock at the time of the exchange. Mr. Dichter is our
Chief Executive Officer and Chairman of the Board and a party to the Registration Rights
Agreement. |
| (15) | Consists
of (i) 9,187 shares of Class A common stock, (ii) 407 shares of Class A
common stock that may become issuable as Earnout Shares, and (iii) 1,185,510 shares
of Class A common stock underlying WUP Options. Mr. Applbaum is an executive officer
of Wheels Up and a party to the Registration Rights Agreement. |
| (16) | Consists
of 805,686 shares of Class A common stock underlying WUP Options. Mr. Bergeson
is an executive officer of Wheels Up and a party to the Registration Rights Agreement. |
| (17) | Consists
of (i) 17,042 shares of Class A common stock, (ii) 115,098 shares of Class A
common stock underlying WUP Options, (iii) 60,784 shares of Class A common stock
that may become issuable as Earnout Shares and (iv) 667,568 shares of Class A common
stock that would become issuable upon the exchange of all outstanding WUP Profits Interests
held by Mr. Crowe assuming full appreciation and without regard to applicable hurdle
amounts. The actual number of shares of Class A common stock to be received by Mr. Crowe
upon exchange of such WUP Profits Interests will be less than the amount shown, and will
be based on the intrinsic value thereof relative to the trading price of the Class A
common stock at the time of the exchange. Mr. Crowe is a former employee of Wheels Up
and a party to the Registration Rights Agreement. |
| (18) | Consists
of 115,098 shares of Class A common stock underlying WUP Options. Ms. Chung is
a member of the Wheels Up executive leadership team and a party to the Registration Rights
Agreement. |
| (19) | Consists
of 149,677 shares of Class A common stock underlying WUP Options. Mr. Gossett is
a former employee of Wheels Up and a party to the Registration Rights Agreement. |
| (20) | Consists
of 1,150,980 shares of Class A common stock underlying WUP Options. Mr. Greeley
is a consultant of Wheels Up and a party to the Registration Rights Agreement. |
| (21) | Consists
of (i) 97,633 shares of Class A common stock, (ii) 51,911 shares of Class A
common stock that may become issuable as Earnout Shares and (iii) 1,040,486 shares of
Class A common stock that would become issuable upon the exchange of all outstanding
WUP Profits Interests held by Mr. Schachar assuming full appreciation and without regard
to applicable hurdle amounts. The actual number of shares of Class A common stock to
be received by Mr. Schachar upon exchange of such WUP Profits Interests will be less
than the amount shown, and will be based on the intrinsic value thereof relative to the trading
price of the Class A common stock at the time of the exchange. Mr. Schachar is
a former member of the Wheels Up executive leadership team and a party to the Registration
Rights Agreement. |
| (22) | Consists
of 460,392 shares of Class A common stock underlying WUP Options. Ms. Heltebran
is an executive officer of Wheels Up and a party to the Registration Rights Agreement. |
| (23) | Consists
of (i) 607,915 shares of Class A common stock, (ii) 138,614 shares of Class A
common stock that may become issuable as Earnout Shares and (iii) 2,172,590 shares of
Class A common stock that would become issuable upon the exchange of all outstanding
WUP Profits Interests held by Mr. Horowitz assuming full appreciation and without regard
to applicable hurdle amounts. The actual number of shares of Class A common stock to
be received by Mr. Horowitz upon exchange of such WUP Profits Interests will be less
than the amount shown, and will be based on the intrinsic value thereof relative to the trading
price of the Class A common stock at the time of the exchange. Mr. Horowitz is
an executive officer of Wheels Up and a party to the Registration Rights Agreement. |
| (24) | Consists
of (i) 821,417 shares of Class A common stock, (ii) 136,326 shares of Class A
common stock that may become issuable as Earnout Shares and (iii) 1,804,737 shares of
Class A common stock that would become issuable upon the exchange of all outstanding
WUP Profits Interests held by Mr. Jacobs assuming full appreciation and without regard
to applicable hurdle amounts. The actual number of shares of Class A common stock to
be received by Mr. Jacobs upon exchange of such WUP Profits Interests will be less than
the amount shown, and will be based on the intrinsic value thereof relative to the trading
price of the Class A common stock at the time of the exchange. Mr. Jacobs is a
former executive officer of Wheels Up and a party to the Registration Rights Agreement. |
| (25) | Consists
of 345,294 shares of Class A common stock underlying WUP Options. Ms. Molinari
is a former executive officer of Wheels Up and a party to the Registration Rights Agreement. |
| (26) | Consists
of (i) 115,098 shares of Class A common stock underlying WUP Options, (ii) 35,767
shares of Class A common stock that may become issuable as Earnout Shares and (iii) 805,685
shares of Class A common stock that would become issuable upon the exchange of all outstanding
WUP Profits Interests held by Mr. Napolitano assuming full appreciation and without
regard to applicable hurdle amounts. The actual number of shares of Class A common stock
to be received by Mr. Napolitano upon exchange of such WUP Profits Interests will be
less than the amount shown, and will be based on the intrinsic value thereof relative to
the trading price of the Class A common stock at the time of the exchange. Mr. Napolitano
is a member of the Wheels Up executive leadership team and a party to the Registration Rights
Agreement. |
| (27) | Consists
of (i) 926,076 shares of Class A common stock held by Hangar X Holdings LLC (“Hangar
X”), an entity controlled by Mr. Tharp, (ii) 41,112 shares of Class A
common stock that may become issuable as Earnout Shares held by Hangar X and (iii) 575,490
shares of Class A common stock underlying WUP Options directly held by Mr. Tharp.
Mr. Tharp is a former employee of Wheels Up and a party to the Registration Rights Agreement. |
| (28) | Consists
of (i) 1,071,851 shares of Class A common stock held by Darco Wheels Up LLC, an
entity controlled by Mr. Adelman, (ii) 47,584 shares of Class A common stock
that may become issuable as Earnout Shares held by Darco Wheels Up LLC, (iii) 69,058
shares of Class A common stock underlying WUP Options directly held by Mr. Adelman,
(iv) 7,664 shares of Class A common stock that may become issuable as Earnout Shares
directly held by Mr. Adelman and (v) 172,645 shares of Class A common stock
that would become issuable upon the exchange of all outstanding WUP Profits Interests directly
held by Mr. Adelman assuming full appreciation and without regard to applicable hurdle
amounts. The actual number of shares of Class A common stock to be received by Mr. Adelman
upon exchange of such WUP Profits Interests will be less than the amount shown, and will
be based on the intrinsic value thereof relative to the trading price of the Class A
common stock at the time of the exchange. Mr. Adelman is a non-employee director of
Wheels Up and a party to the Registration Rights Agreement. |
| (29) | Consists
of (i) 1,006,377 shares of Class A common stock held by Polar Capital Group, LLC
(“Polar”), an entity controlled by Mr. Armstrong, (ii) 43,567 shares
of Class A common stock that may become issuable as Earnout Shares held by Polar, (iii) 46,039
shares of Class A common stock underlying WUP Options directly held by Mr. Armstrong,
(ii) 1,532 shares of Class A common stock that may become issuable as Earnout Shares
directly held by Mr. Armstrong and (v) 34,529 shares of Class A common stock
that would become issuable upon the exchange of all outstanding WUP Profits Interests directly
held by Mr. Armstrong assuming full appreciation and without regard to applicable hurdle
amounts. The actual number of shares of Class A common stock to be received by Mr. Armstrong
upon exchange of such WUP Profits Interests will be less than the amount shown, and will
be based on the intrinsic value thereof relative to the trading price of the Class A
common stock at the time of the exchange. Mr. Armstrong is a non-employee director of
Wheels Up and a party to the Registration Rights Agreement. |
| (30) | Consists
of (i) 50,000 shares of Class A common stock held by Infinity Particles Limited,
an entity controlled by Mr. Cheung, (ii) 5,109 shares of Class A common stock
that may become issuable as Earnout Shares directly held by Mr. Cheung, (iii) 46,039
shares of Class A common stock underlying WUP Options directly held by Mr. Cheung
and (iv) 115,097 shares of Class A common stock that would become issuable upon
the exchange of all outstanding WUP Profits Interests directly held by Mr. Cheung assuming
full appreciation and without regard to applicable hurdle amounts. The actual number of shares
of Class A common stock to be received by Mr. Cheung upon exchange of such WUP
Profits Interests will be less than the amount shown, and will be based on the intrinsic
value thereof relative to the trading price of the Class A common stock at the time
of the exchange. Mr. Cheung is a non-employee director of Wheels Up and a party to the
Registration Rights Agreement. |
| (31) | Consists
of (i) 315,625 shares of Class A common stock held by AMN Partners, LLC (“AMN”),
an entity controlled by Mr. Goldfarb (ii) 12,236 shares of Class A common
stock that may become issuable as Earnout Shares held by AMN, (iii) 2,951 shares of
Class A common stock directly held by Mr. Goldfarb, (iv) 46,039 shares of
Class A common stock underlying WUP Options directly held by Mr. Goldfarb, (v) 5,240
shares of Class A common stock that may become issuable as Earnout Shares directly held
by Mr. Goldfarb and (vi) 115,097 shares of Class A common stock that would
become issuable upon the exchange of all outstanding WUP Profits Interests directly held
by Mr. Goldfarb assuming full appreciation and without regard to applicable hurdle amounts.
The actual number of shares of Class A common stock to be received by Mr. Goldfarb
upon exchange of such WUP Profits Interests will be less than the amount shown, and will
be based on the intrinsic value thereof relative to the trading price of the Class A
common stock at the time of the exchange. Mr. Goldfarb is a former non-employee director
of WUP and a party to the Registration Rights Agreement. |
| (32) | Consists
of (i) 86,890 shares of Class A common stock, (ii) 7,257 shares of Class A
common stock that may become issuable as Earnout Shares, (iii) 80,568 shares of Class A
common stock underlying WUP Options and (iv) 126,607 shares of Class A common stock
that would become issuable upon the exchange of all outstanding WUP Profits Interests held
by Mr. Radecki assuming full appreciation and without regard to applicable hurdle amounts.
The actual number of shares of Class A common stock to be received by Mr. Radecki
upon exchange of such WUP Profits Interests will be less than the amount shown, and will
be based on the intrinsic value thereof relative to the trading price of the Class A
common stock at the time of the exchange. Mr. Radecki is a non-employee director of
Wheels Up and a party to the Registration Rights Agreement. |
| (33) | Consists
of 34,529 shares of Class A common stock underlying WUP Options. Ms. Schuman is
a non-employee director of Wheels Up. |
| (34) | Consists
of (i) 57,548 shares of Class A common stock underlying WUP Options, (ii) 2,554
shares of Class A common stock that may become issuable as Earnout Shares and (iii) 57,548
shares of Class A common stock that would become issuable upon the exchange of all outstanding
WUP Profits Interests held by Admiral Mullen assuming full appreciation and without regard
to applicable hurdle amounts. The actual number of shares of Class A common stock to
be received by Admiral Mullen upon exchange of such WUP Profits Interests will be less than
the amount shown, and will be based on the intrinsic value thereof relative to the trading
price of the Class A common stock at the time of the exchange. Admiral Mullen is a non-employee
director of Wheels Up. |
| (35) | Consists
of (i) 204 shares of Class A common stock that may become issuable as Earnout Shares
and (ii) 4,603 shares of Class A common stock that would become issuable upon the
exchange of all outstanding WUP Profits Interests held by Ms. Dichter assuming full
appreciation and without regard to applicable hurdle amounts. The actual number of shares
of Class A common stock to be received by Ms. Dichter upon exchange of such WUP
Profits Interests will be less than the amount shown, and will be based on the intrinsic
value thereof relative to the trading price of the Class A common stock at the time
of the exchange. Ms. Dichter is a former employee of Wheels Up. |
| (36) | The
address of Artisan Small Cap Fund, a mutual fund series of Artisan Partners Funds, Inc.
is 875 East Wisconsin Ave., Ste 800, Milwaukee, WI 53202. |
| (37) | The
address of Durable Capital Master Fund LP is 5425 Wisconsin Ave., #802, Chevy Chase, MD 20815. |
| (38) | The
address of FLAPPER CO fbo FIAM Target Date Blue Chip Growth Commingled Pool is C/O: State
Street Bank & Trust PO Box 5756 Boston, MA 02206. |
| (39) | Managed
by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman,
the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family,
including Abigail P. Johnson, are the predominant owners, directly or through trusts, of
Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR
LLC. The Johnson family group and all other Series B shareholders have entered into
a shareholders’ voting agreement under which all Series B voting common shares
will be voted in accordance with the majority vote of Series B voting common shares.
Accordingly, through their ownership of voting common shares and the execution of the shareholders’
voting agreement, members of the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail
P. Johnson has the sole power to vote or direct the voting of the shares owned directly by
the Fidelity Funds advised by FMR Co, a wholly owned subsidiary of FMR LLC, which power resides
with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research
Company, LLC carries out the voting of the shares under written guidelines established by
the Fidelity Funds’ Boards of Trustees. The address of Mag & Co fbo Fidelity
Blue Chip Growth Commingled Pool is Mag & Co. C/O: Brown Brothers Harriman &
Co., 140 Broadway, New York, NY 10002. |
| (40) | The
address of Mag & Co fbo Fidelity Securities Fund: Fidelity Blue Chip Growth Fund
is C/O: Brown Brothers Harriman & Co., 140 Broadway, New York, NY 10002. |
| (41) | Managed
by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman,
the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family,
including Abigail P. Johnson, are the predominant owners, directly or through trusts, of
Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR
LLC. The Johnson family group and all other Series B shareholders have entered into
a shareholders’ voting agreement under which all Series B voting common shares
will be voted in accordance with the majority vote of Series B voting common shares.
Accordingly, through their ownership of voting common shares and the execution of the shareholders’
voting agreement, members of the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail
P. Johnson has the sole power to vote or direct the voting of the shares owned directly by
the Fidelity Funds advised by FMR Co, a wholly owned subsidiary of FMR LLC, which power resides
with the Fidelity Funds’ Boards of Trustees. |
Fidelity Management & Research Company, LLC carries
out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address of THISBE &
Co: FBO Fidelity Blue Chip Growth Institutional Trust is C/O: State Street Bank & Trust PO Box 5756 Boston, MA 02206.
| (42) | The
address of Powhatan & Co., LLC fbo Fidelity Mt. Vernon Street Trust: Fidelity Growth
Company K6 Fund is C/O: BNY Mellon PO Box 392002, Pittsburgh, PA 15251. |
| (43) | Managed
by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman,
the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family,
including Abigail P. Johnson, are the predominant owners, directly or through trusts, of
Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR
LLC. The Johnson family group and all other Series B shareholders have entered into
a shareholders’ voting agreement under which all Series B voting common shares
will be voted in accordance with the majority vote of Series B voting common shares.
Accordingly, through their ownership of voting common shares and the execution of the shareholders’
voting agreement, members of the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail
P. Johnson has the sole power to vote or direct the voting of the shares owned directly by
the Fidelity Funds advised by FMR Co, a wholly owned subsidiary of FMR LLC, which power resides
with the Fidelity Funds’ Boards of Trustees. |
Fidelity Management & Research Company, LLC carries
out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address of Booth &
Co fbo Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund is C/O: The Northern Trust Company. 333 South Wabash Ave, 32nd Floor.
Chicago, IL 60604.
| (44) | Managed
by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman,
the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family,
including Abigail P. Johnson, are the predominant owners, directly or through trusts, of
Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR
LLC. The Johnson family group and all other Series B shareholders have entered into
a shareholders’ voting agreement under which all Series B voting common shares
will be voted in accordance with the majority vote of Series B voting common shares.
Accordingly, through their ownership of voting common shares and the execution of the shareholders’
voting agreement, members of the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail
P. Johnson has the sole power to vote or direct the voting of the shares owned directly by
the Fidelity Funds advised by FMR Co, a wholly owned subsidiary of FMR LLC, which power resides
with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research
Company, LLC carries out the voting of the shares under written guidelines established by
the Fidelity Funds’ Boards of Trustees. The address of WAVECHART + CO fbo Fidelity
Securities Fund: Fidelity Series Blue Chip Growth Fund is C/O: State Street Bank &
Trust PO Box 5756. Boston, MA 02206. |
| (45) | Managed
by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman,
the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family,
including Abigail P. Johnson, are the predominant owners, directly or through trusts, of
Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR
LLC. The Johnson family group and all other Series B shareholders have entered into
a shareholders’ voting agreement under which all Series B voting common shares
will be voted in accordance with the majority vote of Series B voting common shares.
Accordingly, through their ownership of voting common shares and the execution of the shareholders’
voting agreement, members of the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail
P. Johnson has the sole power to vote or direct the voting of the shares owned directly by
the Fidelity Funds advised by FMR Co, a wholly owned subsidiary of FMR LLC, which power resides
with the Fidelity Funds’ Boards of Trustees. |
Fidelity Management & Research Company, LLC carries
out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address of Booth &
Co FBO Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund is 245 Summer Street, Boston, MA 02210.
| (46) | The
address of Franklin Strategic Series — Franklin Grown Opportunities Fund is One
Franklin Pkwy, San Mateo, CA 94403. |
| (47) | The
address of Franklin Strategic Series — Franklin Small Cap Grown Fund is One Franklin
Pkwy, San Mateo, CA 94403. |
(48) | The
address of Franklin Templeton Investment Funds — Templeton Global Income Fund is 8A
rue Albert, Borschette, Luxembourg L-1246. |
(49) | The
address of Franklin Templeton Investment Funds — Templeton Global Smaller Companies
Fund is 8A rue Albert, Borschette, Luxembourg L-1246. |
(50) | The
address of MassMutual Select Funds — MassMutual Select T. Rowe Price Small and Mid
Cap Blend Fund is 100 E Pratt St, Baltimore, MD 21202. |
(51) | The
address of T. Rowe Price Small- Cap Value Fund, Inc. is 100 E Pratt St, Baltimore, MD
21202. |
(52) | The
address of T. Rowe Price U.S. Small-Cap Value Equities Trust is 100 E Pratt St, Baltimore,
MD 21202. |
(53) | The
address of Templeton Global Investment Trust — Templeton Global Balanced Fund is 300
S.E. 2nd St, Ft. Lauderdale, FL 33301. |
(54) | The
address of Templeton Global Smaller Companies Fund is 300 S.E. 2nd St, Ft. Lauderdale, FL
33301. |
(55) | The
address of Templeton Global Smaller Companies Fund is 200 King St West, Ste 1500, Toronto,
ON M5H 3T4. |
(56) | The
address of Alyeska Master Fund, LP is 77 W. Wacker, Ste 700, Chicago, IL 60601. |
(57) | The
address of BEMAP Master Fund Ltd (Monashee) is C/O Monashee Investment Management LLC, 75
Park Plaza, 2nd Floor, Boston, MA 02116. |
(58) | The
address of Bespoke Alpha MAC MIM LP (Monashee) is C/O Monashee Investment Management LLC,
75 Park Plaza, 2nd Floor, Boston, MA 02116. |
(59) | The
address of DS Liquid Div RVA MON LLC (Monashee) is C/O Monashee Investment Management LLC,
75 Park Plaza, 2nd Floor, Boston, MA 02116. |
(60) | The
address of EC Longhorn LLC is C/O: Eminence Capital LP, 399 Park Ave, 25th Floor, New York,
NY 10022. |
(61) | The
address of Eminence Holdings LLC is C/O: Eminence Capital LP, 399 Park Ave, 25th Floor, New
York, NY 10022. |
(62) | The
address of Ghisallo Master Fund LP is C/O: Ghisallo Capital Management, 734 Longmeadow St,
Suite 316. Longmeadow, MA 01106. |
(63) | Consists
of shares of Class A common stock held by Hedosophia Public Investments Limited and
by Longsutton Limited. Hedosophia Public Investments Limited is managed by Hedosophia P3
GP Limited, which is wholly-owned by Hedosophia Group Limited which is managed by Longsutton
Limited (collectively, the “Hedosophia Parent Entities”). The Hedosophia Parent
Entities and Ian Osborne may be deemed to have voting and investment control of the Class A
Common Stock held by Hedosophia Public Investments Limited. The address of the entities and
individuals mentioned in this footnote is PO Box 255, Trafalgar Court, Les Banques, St. Peter
Port, Guernsey, GY1 3QL. |
(64) | The
address of HG Vora Special Opportunities Master Fund, Ltd. is C/O HG Vora Capital Management,
LLC; 330 Madison Ave, 20th Floor, New York, NY 10017. |
(65) | The
address of Hunter Peak Investments Fund, LP is 7 W. 18th St., 6th Fl. New York, NY 10011. |
(66) | The
address of Integrated Core Strategies (US) LLC/Millennium is 666 Fifth Ave., 8th Fl, New
York, NY 10103. |
(67) | The
address of Jane Street Global Trading, LLC is 250 Vesey St., New York, NY 10281. |
(68) | The
address of JPK Capital Holdings (Barbados) Inc. is Burnham Court, Bishop’s Court Hill
Upper Collymore Rock, St. Michael, Barbados. |
(69) | The
address of JPK Capital Holdings (Barbados) Inc. is Burnham Court, Bishop’s Court Hill
Upper Collymore Rock, St. Michael, Barbados. |
(70) | The
address of Linden Capital L.P. is C/O Linden Advisors LP, 590 Madison Ave., 5th Fl, New York,
NY 10022. |
(71) | The
address of Luxor Capital Partners is 1114 Avenue of the Americas, 28th Fl, New York, NY 10036. |
(72) | The
address of Luxor Capital Partners Long is 1114 Avenue of the Americas, 28th Fl, New York,
NY 10036. |
(73) | The
address of Luxor Capital Partners Long Offshore Master Fund is 1114 Avenue of the Americas,
28th Fl, New York, NY 10036. |
(74) | The
address of Luxor Capital Partners Offshore Master Fund is 1114 Avenue of the Americas, 28th
Fl, New York, NY 10036. |
(75) | The
address of Luxor Wavefront is 1114 Avenue of the Americas, 28th Fl, New York, NY 10036. |
(76) | The
address of Millais Limited is C/O: Millais USA LLC 767 5th Ave, 9th Fl, New York, NY 10153. |
(77) | The
address of BMO Nesbitt Burns ITF MMCAP International Inc. SPC for and on behalf of MMCAP
Master Segregated Portfolio is C/O: Mourant Governance: Service (Cayman), 94 Solaris Avenue,
PO BOX 1348. Grand BMO Nesbitt Burns: 1 First Canadian Place B1 Level Stock Cage, Toronto,
ON. |
(78) | The
address of MMF LT, LLC is C/O Moore Capital Management, LP, 11 Times Square, New York, NY
10036. |
(79) | The
address of Monashee Pure Alpha SPV I LP is C/O Monashee Investment Management LLC, 75 Park
Plaza, 2nd Floor, Boston, MA 02116. |
(80) | The
address of Monashee Solitario Fund LP is C/O Monashee Investment Management LLC, 75 Park
Plaza, 2nd Floor, Boston, MA 02116. |
(81) | The
address of Norges Bank is Bankplassen 2, Oslo, Norway. |
(82) | The
address of SFL SPV I LLC (Monashee) is C/O Monashee Investment Management LLC, 75 Park Plaza,
2nd Floor, Boston, MA 02116. |
(83) | The
address of Sixth Sense Advisory LLC is 29 Willetts Rd, Mount Kisco, NY 10549. |
(84) | The
address of The 2019 Michael G. Mullen Irrevocable Trust is 1751 Meadow Hill Dr., Annapolis,
MD 21409. |
(85) | The
address Gundy ITF of The HGC Fund LP is 161 Bay St., 4th Fl, Toronto, ON. |
(86) | The
address of Third Point Loan is 55 Hudson Yards, 51st Fl, New York, NY 10001. |
(87) | The
address of Times Square Capital, LLC on behalf of PG&E Company Retirement Master Trust
is 7 Times Square Tower, 42nd Fl, New York, NY 10036. |
(88) | The
address of Times Square Capital Management, LLC American Legacy Fund is 7 Times Square Tower,
42nd Fl, New York, NY 10036. |
(89) | The
address of Times Square Capital Management, LLC Collective Investment Trust is 7 Times Square
Tower, 42nd Fl, New York, NY 10036. |
(90) | The
address of Times Square Capital Management, LLC on behalf of Cox Enterprises Inc. Master
Trust is 7 Times Square Tower, 42nd Fl, New York, NY 10036. |
(91) | The
address of Times Square Capital Management, LLC on behalf of Guidestone Capital Management,
LLC is 7 Times Square Tower, 42nd Fl, New York, NY 10036. |
(92) | The
address of Times Square Capital Management, LLC on behalf of Hallmark Cards Inc Master Trust
is 7 Times Square Tower, 42nd Fl, New York, NY 10036. |
(93) | The
address of Times Square Capital Management, LLC on behalf of Pacific Gas and Electric Company
Post Retirement Medical Plan Trust Non-Management Employees and Retirees is 7 Times Square
Tower, 42nd Fl, New York, NY 10036. |
(94) | The
address of Times Square Capital Management, LLC on behalf of Prudential Retirement Insurance
and Annuity Company is 7 Times Square Tower, 42nd Fl, New York, NY 10036. |
(95) | The
address of Times Square Capital Management, LLC on behalf of The Kemper & Ethel
Marley Foundation is 7 Times Square Tower, 42nd Fl, New York, NY 10036. |
(96) | The
address of Times Square Capital Management, LLC on behalf of Supervalu Inc. Master Investment
Trust is 7 Times Square Tower, 42nd Fl, New York, NY 10036. |
(97) | The
address of Topia Ventures, LLC is C/O Topia Ventures Management, 104 W. 40th St., 19th Floor,
New York, NY 10018. |
(98) | The
address of Vellar Opportunites Fund Master, Ltd. is C/O: Cohen & Company, 3
Columbus Circle, 24th Fl. New York, NY 10019. |
(99) | The
address of Weiss Ventures I LLC is C/O Weiss Asset Management LP, 222 Berkeley St., 16th
Floor, Boston, MA 02116. |
(100) | Since
the consummation of the Business Combination, Mr. Thakran has served as a member of
our Board. Mr. Thakran served as the Chief Executive Officer and the Chairman of the
board of directors of Aspirational from July 2020 through the consummation of the Business
Combination. |
(101) | Consists
of 1,746,004 shares of common stock held of Class A common stock and 1,336,335 shares
of Class A common stock which may be acquired upon exercise of private placement warrants. |
(102) | Liber
Pater, LLC is controlled by J. Michael Chu and Scott A. Dahnke, the co-chief executive officers
of L Catterton. The address of the entities and individuals mentioned in this footnote is
c/o L Catterton 599 West Putnam Avenue, Greenwich, CT 06830. |
(103) | Consists
of 2,012,344 shares of common stock held of Class A common stock and 1,540,183 shares
of Class A common stock which may be acquired upon exercise of private placement warrants. |
(104) | Birdwing
Investments Limited is controlled by Mark Bedingham. Mr. Bedingham served as the Vice
Chairman of the board of directors of Aspirational from July 2020 through the consummation
of the Business Combination. The address of Birdwing Investment Limited and Mr. Bedingham
is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British
Virgin Islands. |
(105) | Consists
of 591,866 shares of common stock held of Class A common stock and 452,995 shares of
Class A common stock which may be acquired upon exercise of private placement warrants. |
(106) | The
disclosure with respect to the remaining selling holders is being made on an aggregate basis,
as opposed to an individual basis, because their aggregate holdings in the class of securities
for which they are included herein are less than 1% of such class of securities. Includes
shares and warrants that are owned by Lisa Myers, Neil Jacobs, Frank Newman and Leo Austin.
Ms. Myers served as the President of Aspirational from July 2020 through the consummation
of the Business Combination and each of Mr. Jacobs, Mr. Newman and Mr. Austin
served as members of the board of directors of Aspirational from September 2020 through
the consummation of the Business Combination. |
(107) | Consists
of 518,899 shares of common stock held of Class A common stock and 22,650 shares of
Class A common stock which may be acquired upon exercise of private placement warrants. |
(108) | Consists
of warrants held by selling holders only if such holders are participating in this offering
with respect to any warrants they may hold. |
Material Relationships with the Selling Securityholders
The selling securityholders include certain of our current and former
directors and executive officers and their affiliates. For a description of our relationships with such selling securityholders and their
affiliates see the sections of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 10,
2022, entitled “Item 10. Directors, Executive Officers and Corporate Governance” “Item 11. Executive Compensation,”
and “Item 13. Certain Relationships and Related Transactions, and Director Independence.”
DESCRIPTION OF OUR SECURITIES
The
following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such
securities, and is qualified by reference to our Certificate of Incorporation, our Bylaws, the Registration Rights Agreement and the
warrant-related documents described herein, which are exhibits to the registration statement of which this prospectus is a part. Securityholders
are urged to read the Organizational Documents in their entirety for a complete description of the rights and preferences of our securities.
Capital Stock
General
The
total amount of our authorized capital stock consists of 2,500,000,000 shares of Class A common stock, par value $0.0001 per share,
and 25,000,000 shares of preferred stock, par value $0.0001 per share. As of July 14, 2022, there were 244,274,300 shares of Class A
common stock issued and outstanding and no shares of our preferred stock outstanding. These numbers do not include shares of our Class A
common stock issuable upon the exercise of Wheels Up Options, upon the exchange of the Wheels Up PI Units or upon exercise of any warrants
or shares that may become issuable if the earnout is achieved.
The
following summary describes the material provisions of our capital stock. We urge you to read the Organizational Documents, the Registration
Rights Agreement and the warrant-related documents described herein.
Preferred Stock
Our
Board has authority to issue shares of preferred stock in one or more series, to fix for each such series such voting rights, designations,
powers, preferences and relative participating, optional, special and other rights, qualifications, limitations or restrictions thereof,
including dividend rights, conversion rights, redemption privileges and liquidation preferences for the issue of such series all to the
fullest extent permitted by the DGCL.
Our
Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or
other rights of the holders of Class A common stock. The issuance of preferred stock, while providing flexibility in connection
with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing
a change in control of the Company and may adversely affect the market price of our Class A common stock and the voting and other
rights of the holders thereof. There are no current plans to issue any shares of preferred stock.
Class A Common Stock
Holders
of Class A common stock are not entitled to preemptive or other similar subscription rights to purchase any of our securities. Our
Class A common stock is neither convertible nor redeemable. All shares of our capital stock have been issued in uncertificated form.
Voting Rights
Each
holder of our Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders, as provided
in the Certificate of Incorporation. The Bylaws provide that the holders of a majority of the capital stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for
the transaction of business. However, when specified business is to be voted on by a class or series of stock voting as a class, the
holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum
of such class or series for the transaction of such business. When a quorum is present, the affirmative vote of a majority of the votes
cast will be required to take action, unless otherwise specified by law the Bylaws or the Certificate of Incorporation, and except for
the election of directors, which is determined by a plurality vote.
Dividend Rights
Each
holder of our capital stock is entitled to the payment of dividends and other distributions as may be declared by our Board from time
to time out of our assets or funds legally available for dividends or other distributions. These rights will be subject to the preferential
rights of the holders of our preferred stock, if any, and any contractual limitations on our ability to declare and pay dividends.
Liquidation Rights
If
we are involved in voluntary or involuntary liquidation, dissolution or winding up of our affairs, or a similar event, each holder of
our Class A common stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution
rights of our preferred stock, if any, then outstanding.
Redeemable Warrants
Public Warrants
Each
whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject
to adjustment as discussed below, at any time commencing August 12, 2021, except as described below. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of our Class A common stock. The warrants will expire
July 13, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We
will not be obligated to deliver any shares of our Class A common stock pursuant to the exercise of a warrant and have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of our Class A common
stock shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject
to us satisfying our obligations described below with respect to registration, or a valid exemption from registration is available, including
in connection with a cashless exercise permitted as a result of a notice of redemption described below under “— Redemption
of warrants when the price per share of our Class A common stock equals or exceeds $10.00”. No warrant will be exercisable
for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless
the issuance of the shares upon exercise is registered or qualified under the securities laws of the state of the exercising holder,
or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect
to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire
worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing
such warrant will have paid the full purchase price for the unit solely for the share of our Class A common stock underlying such
unit.
We
agreed that as soon as practicable, but in no event later than August 3, 2021, we would use commercially reasonable efforts to file
with the SEC a registration statement covering the issuance, under the Securities Act, of the shares of Class A common stock issuable
upon exercise of the warrants, and we would use commercially reasonable efforts to cause the same to become effective by September 11,
2021 and such registration statement was declared effective by the SEC on August 24, 2021. We will also use commercially reasonable
efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the shares of Class A
common stock are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of
public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but
will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A
common stock equal to the lesser of (i) the quotient obtained by dividing (x) the product of the number of shares of Class A
common stock underlying the warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise
price of the warrants by (y) the fair market value and (ii) 0.361 shares of Class A common stock per warrant. The “fair
market value” as used in the preceding sentence shall mean the volume weighted average price of the shares of Class A common
stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant
agent. The date the warrant agent receives notice of a “cashless exercise” will be determined by the warrant agent.
Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants became exercisable,
Wheels Up is entitled redeem the outstanding warrants (except as described herein with respect to the private placement warrants):
| · | in
whole and not in part; |
| · | at
a price of $0.01 per warrant; |
| · | upon
not less than 30 days’ prior written notice of redemption to each warrant holder; and |
| · | if,
and only if, the last reported sale price of the shares of Class A common stock for
any twenty trading days within a 30-trading day period ending on the third trading day prior
to the date on which we send the notice of redemption to the warrant holders (which is referred
to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted
for adjustments to the number of shares issuable upon exercise or the exercise price of a
warrant described under the heading “— Anti-dilution Adjustments”). |
We
will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the
shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those
shares of Class A common stock is available throughout the 30 day redemption period.
If
and when the warrants become redeemable by Wheels Up, Wheels Up may exercise its redemption right even if it is unable to register or
qualify the underlying securities for sale under all applicable state securities laws.
Wheels
Up has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and Wheels Up issues a notice of
redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption
date. However, the price of the shares of Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for
adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—
Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice
is issued.
Redemption
of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable,
we may redeem the outstanding warrants:
| · | in
whole and not in part; |
| · | at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided
that holders will be able to exercise their warrants on a cashless basis prior to redemption
and receive that number of shares determined by reference to the table below, based on the
redemption date and the “fair market value” of shares of Class A common
stock (as defined below) except as otherwise described below; |
| · | if,
and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant as described
under the heading “— Anti-dilution Adjustments”); and |
| · | if
the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number
of shares issuable upon exercise or the exercise price of a warrant as described under the
heading “— Anti-dilution Adjustments”), the private placement warrants
must also be concurrently called for redemption on the same terms as the outstanding public
warrants, as described above. |
During
the period beginning on the date the notice of redemption is given, holders may elect to exercise their warrants on a cashless basis.
The numbers in the table below represent the number of shares of Class A common stock that a warrant holder will receive upon such
cashless exercise in connection with a redemption by Wheels Up pursuant to this redemption feature, based on the “fair market value”
of the shares of Class A common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and
such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of the shares
of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the
holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each
as set forth in the table below. Wheels Up will provide warrant holders with the final fair market value no later than one business day
after the 10-trading day period described above ends.
The
share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable
upon exercise of a warrant or the exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading
“— Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted,
the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction,
the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator
of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall
be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price
of a warrant is adjusted, (i) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution
Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a
fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price (each as defined in the warrant agreement)
as set forth under the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00 and (ii) in
the case of an adjustment pursuant to the second paragraph under the heading “— Anti- dilution Adjustments”
below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price
of a warrant pursuant to such exercise price adjustment.
Redemption
Date | |
Fair
Market Value of Shares of Class A Common Stock | |
(Period
to expiration of warrants) | |
| ≤10.00 | | |
11.00 | |
| 12.00 | |
| 13.00 | |
| 14.00 | |
| 15.00 | |
| 16.00 | |
| 17.00 | |
| ≥18.00 | |
60
months | |
| 0.261 | | |
0.281 | |
| 0.297 | |
| 0.311 | |
| 0.324 | |
| 0.337 | |
| 0.348 | |
| 0.358 | |
| 0.361 | |
57
months | |
| 0.257 | | |
0.277 | |
| 0.294 | |
| 0.310 | |
| 0.324 | |
| 0.337 | |
| 0.348 | |
| 0.358 | |
| 0.361 | |
54
months | |
| 0.252 | | |
0.272 | |
| 0.291 | |
| 0.307 | |
| 0.322 | |
| 0.335 | |
| 0.347 | |
| 0.357 | |
| 0.361 | |
51
months | |
| 0.246 | | |
0.268 | |
| 0.287 | |
| 0.304 | |
| 0.320 | |
| 0.333 | |
| 0.346 | |
| 0.357 | |
| 0.361 | |
48
months | |
| 0.241 | | |
0.263 | |
| 0.283 | |
| 0.301 | |
| 0.317 | |
| 0.332 | |
| 0.344 | |
| 0.356 | |
| 0.361 | |
45
months | |
| 0.235 | | |
0.258 | |
| 0.279 | |
| 0.298 | |
| 0.315 | |
| 0.330 | |
| 0.343 | |
| 0.356 | |
| 0.361 | |
42
months | |
| 0.228 | | |
0.252 | |
| 0.274 | |
| 0.294 | |
| 0.312 | |
| 0.328 | |
| 0.342 | |
| 0.355 | |
| 0.361 | |
39
months | |
| 0.221 | | |
0.246 | |
| 0.269 | |
| 0.290 | |
| 0.309 | |
| 0.325 | |
| 0.340 | |
| 0.354 | |
| 0.361 | |
36
months | |
| 0.213 | | |
0.239 | |
| 0.263 | |
| 0.285 | |
| 0.305 | |
| 0.323 | |
| 0.339 | |
| 0.353 | |
| 0.361 | |
33
months | |
| 0.205 | | |
0.232 | |
| 0.257 | |
| 0.280 | |
| 0.301 | |
| 0.320 | |
| 0.337 | |
| 0.352 | |
| 0.361 | |
30
months | |
| 0.196 | | |
0.224 | |
| 0.250 | |
| 0.274 | |
| 0.297 | |
| 0.316 | |
| 0.335 | |
| 0.351 | |
| 0.361 | |
27
months | |
| 0.185 | | |
0.214 | |
| 0.242 | |
| 0.268 | |
| 0.291 | |
| 0.313 | |
| 0.332 | |
| 0.350 | |
| 0.361 | |
24
months | |
| 0.173 | | |
0.204 | |
| 0.233 | |
| 0.260 | |
| 0.285 | |
| 0.308 | |
| 0.329 | |
| 0.348 | |
| 0.361 | |
21
months | |
| 0.161 | | |
0.193 | |
| 0.223 | |
| 0.252 | |
| 0.279 | |
| 0.304 | |
| 0.326 | |
| 0.347 | |
| 0.361 | |
18
months | |
| 0.146 | | |
0.179 | |
| 0.211 | |
| 0.242 | |
| 0.271 | |
| 0.298 | |
| 0.322 | |
| 0.345 | |
| 0.361 | |
15
months | |
| 0.130 | | |
0.164 | |
| 0.197 | |
| 0.230 | |
| 0.262 | |
| 0.291 | |
| 0.317 | |
| 0.342 | |
| 0.361 | |
12
months | |
| 0.111 | | |
0.146 | |
| 0.181 | |
| 0.216 | |
| 0.250 | |
| 0.282 | |
| 0.312 | |
| 0.339 | |
| 0.361 | |
9
months | |
| 0.090 | | |
0.125 | |
| 0.162 | |
| 0.199 | |
| 0.237 | |
| 0.272 | |
| 0.305 | |
| 0.336 | |
| 0.361 | |
6
months. | |
| 0.065 | | |
0.099 | |
| 0.137 | |
| 0.178 | |
| 0.219 | |
| 0.259 | |
| 0.296 | |
| 0.331 | |
| 0.361 | |
3
months | |
| 0.034 | | |
0.065 | |
| 0.104 | |
| 0.150 | |
| 0.197 | |
| 0.243 | |
| 0.286 | |
| 0.326 | |
| 0.361 | |
0
months | |
| — | | |
— | |
| 0.042 | |
| 0.115 | |
| 0.179 | |
| 0.233 | |
| 0.281 | |
| 0.323 | |
| 0.361 | |
The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between
two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A common
stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth
for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365- or 366- day year,
as applicable. For example, if the volume weighted average price of the shares of Class A common stock during the 10 trading days
immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such
time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise
their warrants for 0.277 shares of Class A common stock for each whole warrant. For an example where the exact fair market value
and redemption date are not as set forth in the table above, if the volume weighted average price of the shares of Class A common
stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants
is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection
with this redemption feature, exercise their warrants for 0.298 shares of Class A common stock for each whole warrant. In no event
will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per
warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire,
they cannot be exercised on a cashless basis in connection with a redemption by Wheels Up pursuant to this redemption feature, since
they will not be exercisable for any shares of Class A common stock.
This
redemption feature differs from the typical warrant redemption features used in warrants initially issued in connection with many other
blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private placement warrants)
when the trading price for the shares of Class A common stock exceeds $18.00 per share for a specified period of time. This redemption
feature is structured to allow for all of the outstanding warrants to be redeemed when the shares of Class A common stock are trading
at or above $10.00 per share, which may be at a time when the trading price of the shares of Class A common stock is below the exercise
price of the warrants. Wheels Up has established this redemption feature to provide it with the flexibility to redeem the warrants without
the warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of warrants when the price
per share of Class A common stock equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection
with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing
model with a fixed volatility input as of the date of the initial public offering (the “IPO”) of the securities of Aspirational.
This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have
certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. Wheels
Up will be required to pay the applicable redemption price to warrant holders if it chooses to exercise this redemption right and it
will allow Wheels Up to quickly proceed with a redemption of the warrants if it determines it is in Wheels Up’s and its other stockholders’
best interest to do so. As such, Wheels Up would redeem the warrants in this manner when it believes it is in Wheels Up’s and its
other stockholders’ best interest to update its capital structure to remove the warrants and pay the redemption price to the warrant
holders.
As
stated above, Wheels Up can redeem the warrants when the shares of Class A common stock are trading at a price starting at $10.00,
which is below the exercise price of $11.50, because it will provide certainty with respect to Wheels Up’s capital structure and
cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable
number of shares. If Wheels Up chooses to redeem the warrants when the shares of Class A common stock are trading at a price below
the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of Class A common stock than
they would have received if they had chosen to wait to exercise their warrants for shares of Class A common stock if and when such
shares of Class A common stock were trading at a price higher than the exercise price of $11.50.
No
fractional shares of Class A common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive
a fractional interest in a share, Wheels Up will round down to the nearest whole number of the number of shares of Class A common
stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the shares of
Class A common stock pursuant to the warrant agreement, the warrants may be exercised for such security. At such time as the warrants
become exercisable for a security other than the shares of Class A common stock, Wheels Up will use its commercially reasonable
efforts to register under the Securities Act the security issuable upon the exercise of the warrants.
Redemption
procedures. A holder of a warrant may notify Wheels Up in writing in the event it elects to be subject to a requirement that
such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such
other amount as a holder may specify) of the shares of Class A common stock issued and outstanding immediately after giving effect
to such exercise.
Anti-dilution
Adjustments. If the number of issued and outstanding shares of Class A common stock is increased by a capitalization
or share dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar
event, then, on the effective date of such capitalization or share dividend, split-up or similar event, the number of shares of Class A
common stock issuable on exercise of each warrant will be increased in proportion to such increase in the issued and outstanding shares
of Class A common stock. A rights offering made to all or substantially all of the holders of shares of Class A common stock
entitling holders to purchase shares of Class A common stock at a price less than the “historical fair market value”
(as defined below) will be deemed a share dividend of a number of shares of Class A common stock equal to the product of (i) the
number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for shares of Class A common stock) and (ii) one minus the
quotient of (x) the price per share of Class A common stock paid in such rights offering and (y) the historical fair market
value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for shares of Class A
common stock, in determining the price payable for shares of Class A common stock, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market
value” means the volume weighted average price of shares of Class A common stock during the 10 trading day period ending on
the trading day prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable
market, regular way, without the right to receive such rights.
In
addition, if Wheels Up, at any time while the warrants are outstanding and unexpired, pays to all or substantially all of the holders
of shares of Class A common stock a dividend or makes a distribution in cash, securities or other assets to the holders of shares
of Class A common stock on account of such shares of Class A common stock (or other securities into which the warrants are
convertible), other than (i) as described above or (ii) any cash dividends or cash distributions which, when combined on a
per share basis with all other cash dividends and cash distributions paid on the shares of Class A common stock during the 365-day
period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted for share sub-divisions,
share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) but only with respect
to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, then the warrant exercise
price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value
of any securities or other assets paid on each share of Class A common stock in respect of such event.
If
the number of issued and outstanding shares of Class A common stock is decreased by a consolidation, combination, reverse share
sub-division or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation,
combination, reverse share sub- division, reclassification or similar event, the number of shares of Class A common stock issuable
on exercise of each warrant will be decreased in proportion to such decrease in issued and outstanding shares of Class A common
stock.
Whenever
the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the
warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction
(i) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants
immediately prior to such adjustment and (ii) the denominator of which will be the number of shares of Class A common stock
so purchasable immediately thereafter.
In
case of any reclassification or reorganization of the issued and outstanding shares of Class A common stock (other than those described
above or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation
of Wheels Up with or into another corporation (other than a merger or consolidation in which Wheels Up is the continuing corporation
and that does not result in any reclassification or reorganization of the issued and outstanding shares of Class A common stock),
or in the case of any sale or conveyance to another corporation or entity of the assets or other property of Wheels Up as an entirety
or substantially as an entirety in connection with which Wheels Up is dissolved, the holders of the warrants will thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of shares of Class A
common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount
of shares, stock or other equity securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such
holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election
as to the kind or amount of securities, cash or other assets receivable upon such merger or consolidation, then the kind and amount of
securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind
and amount received per share by such holders in such merger or consolidation that affirmatively make such election, and if a tender,
exchange or redemption offer has been made to and accepted by such holders under circumstances in which, upon completion of such tender
or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding shares of Class A common stock,
the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would
actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender
or exchange offer, accepted such offer and all of the shares of Class A common stock held by such holder had been purchased pursuant
to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly
equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration
receivable by the holders of shares of Class A common stock in such a transaction is payable in the form of ordinary shares in the
successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market,
or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises
the warrant within 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in
the warrant agreement based on the per share consideration minus Black- Scholes Warrant Value (as defined in the warrant agreement) of
the warrant.
The
warrants have been issued in registered form under a warrant agreement between Continental, as warrant agent, and the Company. You should
review a copy of the warrant agreement, which is filed as an exhibit to the registration statement of which this prospectus is a part,
for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that (i) the terms
of the warrants may be amended without the consent of any holder for the purpose of (A) curing any ambiguity or correct any mistake,
including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement
set forth in the prospectus delivered to investors in connection with the IPO, or defective provision or (B) adding or changing
any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem
necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants and (ii) all
other modifications or amendments require the vote or written consent of at least 65% of the then outstanding public warrants; provided,
that any amendment that solely affects the terms of the private placement warrants or any provision of the warrant agreement solely with
respect to the private placement warrants will also require at least 65% of the then outstanding private placement warrants.
The
warrant holders do not have the rights or privileges of holders of shares of Class A common stock and any voting rights until they
exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon
exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Subject
to applicable law, any action, proceeding or claim against Wheels Up arising out of or relating in any way to the warrant agreement will
be brought and enforced in the courts of the State of New York or the U.S. District Court for the Southern District of New York, and
Wheels Up has irrevocably submitted to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding
or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim
for which the federal district courts of the United States are the sole and exclusive forum.
Private Placement Warrants
The
private placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants)
were generally not transferable, assignable or salable until August 12, 2021 and they will not be redeemable by Wheels Up (except
as described above under “— Public Warrants — Redemption of warrants when the price per share of Class A common
stock equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its
permitted transferees, have the option to exercise the private placement warrants on a cashless basis and have certain registration rights
described herein. Otherwise, the private placement warrants have terms and provisions that are identical to those of the public warrants.
If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the private placement warrants
will be redeemable by Wheels Up in all redemption scenarios and exercisable by the holders on the same basis as the public warrants.
Except
as described above under “— Public Warrants — Redemption of warrants when the price per share of Class A common
stock equals or exceeds $10.00,” if holders of the private placement warrants elect to exercise them on a cashless basis, they
would pay the exercise price by surrendering his, her or its warrants for that number of shares of Class A common stock equal to
the quotient obtained by dividing (i) the product of the number of shares of Class A common stock underlying the warrants,
multiplied by the excess of the “sponsor fair market value” (as defined below) less the exercise price of the warrants by
(ii) the sponsor fair market value. For these purposes, the “sponsor fair market value” shall mean the average last
reported sale price of the shares of Class A common stock for the 10 trading days ending on the third trading day prior to the date
on which the notice of warrant exercise is sent to the warrant agent. The reason that Wheels Up has agreed that these warrants will be
exercisable on a cashless basis so long as they are held by the Sponsor and its permitted transferees is because it was not known at
the time of the issuance of the private placement warrants whether they would be affiliated with Wheels Up following the Closing. If
some or all of them remained with Wheels Up, the ability of such affiliates to sell Wheels Up’s securities in the open market would
be significantly limited. Wheels Up has a policy in place that restrict insiders from selling its securities except during specific periods
of time. Even during such periods of time when insiders will be permitted to sell Wheels Up securities, an insider cannot trade in Wheels
Up’s securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could
exercise their warrants and sell the shares of Class A common stock received upon such exercise freely in the open market in order
to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, Wheels
Up believes that allowing the holders to exercise such warrants on a cashless basis is appropriate.
Anti-Takeover Effects of the Certificate of Incorporation,
the Bylaws and Certain Provisions of Delaware Law
The
Certificate of Incorporation and the Bylaws contain and the DGCL contain provisions, which are summarized in the following paragraphs,
which are intended to enhance the likelihood of continuity and stability in the composition of the Board and to discourage certain types
of transactions that may involve an actual or threatened acquisition of Wheels Up. These provisions are intended to avoid costly takeover
battles, reduce Wheels Up’s vulnerability to a hostile change of control or other unsolicited acquisition proposal, and enhance
the ability of the Board to maximize stockholder value in connection with any unsolicited offer to acquire Wheels Up. However, these
provisions may have the effect of delaying, deterring or preventing a merger or acquisition of Wheels Up by means of a tender offer,
a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including attempts that might result
in a premium over the prevailing market price for the shares of Class A common stock.
Special Meetings of Stockholders
The
Certificate of Incorporation provides that a special meeting of stockholders may be called by the (i) Chairperson of the Board,
(ii) Wheels Up’s Chief Executive Officer or (iii) the Board, provided that such special meeting may be postponed or cancelled
by the Board.
Requirements for Advance Notification of Stockholder
Meetings, Nominations and Proposals
The
Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors,
other than nominations made by or at the direction of the Board or a committee of the Board. For any matter to be “properly brought”
before a meeting, a stockholder has to comply with advance notice requirements and provide Wheels Up with certain information. Generally,
to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120
days prior to the first anniversary date of the immediately preceding annual meeting of stockholders (for the purposes of the first annual
meeting of Wheels Up stockholders following the adoption of the Bylaws, the date of the preceding annual meeting will be deemed to be
May 25, 2021). The Bylaws also specify requirements as to the form and content of a stockholder’s notice. The Bylaws allow
the presiding officer at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have
the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions
may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own
slate of directors or otherwise attempting to influence or obtain control of Wheels Up.
Action by Written Consent
The
Certificate of Incorporation provides that any action required or permitted to be taken by the stockholders must be effected at an annual
or special meeting of the stockholders, and may not be taken by written consent in lieu of a meeting, except that holders of one or more
series of preferred stock, if such series are expressly permitted to do so by the certificate of designation relating to such series,
may take any action by written consent if such action permitted to be taken by such holders and the written consent is signed by the
holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting.
Authorized but Unissued Capital Stock
Delaware
law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the NYSE, which
would apply if and so long as the Class A common stock remains listed on the NYSE, require stockholder approval of certain issuances
equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of Class A common stock. Additional
shares that may be issued in the future may be used for a variety of corporate purposes, including future public offerings, to raise
additional capital or to facilitate acquisitions.
One
of the effects of the existence of unissued and unreserved common stock may be to enable the Board to issue shares to persons friendly
to current management, which issuance could render more difficult or discourage an attempt to obtain control of Wheels Up by means of
a merger, tender offer, proxy contest or otherwise and thereby protect the continuity of management and possibly deprive stockholders
of opportunities to sell their shares of Class A common stock at prices higher than prevailing market prices.
No Cumulative Voting
Under
Delaware law, the right to vote cumulatively does not exist unless the certificate of incorporation expressly authorizes cumulative voting.
The Certificate of Incorporation does not authorize cumulative voting.
Limited Voting by Foreign Owners
To
comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, the Certificate of Incorporation and Bylaws restrict
voting of shares of our capital stock by non-U.S. Citizens. The restrictions imposed by federal law currently require that no more than
25% or our voting stock be voted, directly or indirectly, by persons who are not U.S. Citizens, and that our chief executive officer,
president, at least two-thirds of our officers and at least two-thirds of our Board be U.S. Citizens. The Certificate of Incorporation
provides that no shares of our capital stock may be voted by or at the direction of non-U.S. Citizens unless such shares are registered
on the Foreign Stock Record. If the number of shares on the Foreign Stock Record exceeds 25%, each stockholder with capital stock registered
on the Foreign Stock Record will have their voting rights suspended on a pro rata basis such that the voting rights afforded to the capital
stock registered on the Foreign Stock Record is equal to 25% of the total voting power of our capital stock. The voting rights will be
reinstated once the voting rights of the capital stock registered on the Foreign Stock Record does not exceed 25% of the total voting
power of our capital stock, not taking into consideration the pro rata reduction.
Election of Directors and Vacancies
The
Certificate of Incorporation provides that the Board will determine the number of directors who will serve on the Board. Under the Certificate
of Incorporation, the Board will be divided into three classes designated as Class I, Class II and Class III. Class I
directors initially serve for a term expiring at the first annual meeting of stockholders following the Closing. Class II and Class III
directors initially serve for a term expiring at the second and third annual meeting of stockholders following the Closing, respectively.
At each succeeding annual meeting of stockholders, directors will be elected for a full term of three years to succeed the directors
of the class whose terms expire at such annual meeting of the stockholders. There is no limit on the number of terms a director may serve
on the Board.
In
addition, the Certificate of Incorporation provides that any vacancy on the Board, including a vacancy that results from an increase
in the number of directors or a vacancy that results from the removal of a director with cause, may be filled only by a majority of the
directors then in office.
Notwithstanding
the foregoing provisions of this section, each director will serve until his or her successor is duly elected and qualified or until
his or her earlier death, resignation, retirement, disqualification or removal. No decrease in the number of directors constituting the
Board will shorten the term of any incumbent director.
Removal of Directors
Subject
to the issuance of any of Wheels Up preferred stock, the Board or any individual director may be removed from office at any time, but
only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding
shares of Wheels Up’s voting stock entitled to vote at an election of directors.
Delaware Anti-Takeover Statute
Section 203
of the DGCL provides that if a person acquires 15% or more of the voting stock of a Delaware corporation, such person becomes an “interested
stockholder” and may not engage in certain “business combinations” with such corporation for a period of three years
from the time such person acquired 15% or more of such corporation’s voting stock, unless: (i) the board of directors of such
corporation approves the acquisition of stock or the merger transaction before the time that the person becomes an interested stockholder,
(ii) the interested stockholder owns at least 85% of the outstanding voting stock of such corporation at the time the merger transaction
commences (excluding voting stock owned by directors who are also officers and certain employee stock plans), or (iii) the merger
transaction is approved by the board of directors and at a meeting of stockholders, not by written consent, by the affirmative vote of
two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
While
Section 203 is the default provision under the DGCL, the DGCL allows companies to opt out of Section 203 of the DGCL by including
a provision in their certificate of incorporation expressly electing not to be governed by Section 203 of the DGCL. Wheels Up has
not opted out of Section 203. Under certain circumstances, this provision will make it more difficult for a person who would be
an “interested stockholder” to effect various business combinations with us for a three-year period. This provision may encourage
companies interested in acquiring Wheels Up to negotiate in advance with the Board because the stockholder approval requirement would
be avoided if the Board approves either the business combination or the transaction which results in the stockholder becoming an interested
stockholder. These provisions also may have the effect of preventing changes in the Board and may make it more difficult to accomplish
transactions which stockholders may otherwise deem to be in their best interests.
Quorum
The
Bylaws provide that at any meeting of the Board, a majority of the total number of directors then in office constitutes a quorum for
all purposes.
Limitations on Liability and Indemnification of
Officers and Directors
The
DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary
damages for breaches of directors’ fiduciary duties, subject to certain exceptions. The Certificate of Incorporation includes a
provision that eliminates the personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions is
to eliminate the rights of Wheels Up and its stockholders, through stockholders’ derivative suits on our behalf, to recover monetary
damages from a director for breach of fiduciary duty as a director, including (under current law) breaches resulting from grossly negligent
behavior. Under current law, exculpation would not apply to any director if the director has acted in bad faith, knowingly or intentionally
violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as a director.
The
Bylaws provide that Wheels Up must indemnify and advance expenses to its directors and officers to the fullest extent authorized by the
DGCL. Wheels Up is also expressly authorized to carry directors’ and officers’ liability insurance providing indemnification
for its directors, officers and certain employees for some liabilities. Wheels Up believes that these indemnification and advancement
provisions and insurance are useful to attract and retain qualified directors and executive officers.
The
limitation of liability, advancement and indemnification provisions in the Organizational Documents may discourage stockholders from
bringing a lawsuit against directors for breach of their fiduciary duty.
These
provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such
an action, if successful, might otherwise benefit Wheels Up and its stockholders. In addition, your investment may be adversely affected
to the extent Wheels Up pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification
provisions.
There
is currently no pending material litigation or proceeding involving Wheels Up’s directors, officers or employees for which indemnification
is sought.
Exclusive Jurisdiction of Certain Actions
The
Certificate of Incorporation requires, to the fullest extent permitted by law, that derivative actions brought in Wheels Up’s name,
actions against directors, officers and employees for breach of fiduciary duty, any provision of the DGCL, the Certificate of Incorporation,
the Bylaws and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of
the State of Delaware, the stockholder bringing the suit will be deemed to have consented to (i) the personal jurisdiction of the
state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the exclusive jurisdiction
provisions of the Certificate of Incorporation and (ii) service of process on such stockholder’s counsel. Notwithstanding
the foregoing, the Certificate of Incorporation provides that the exclusive forum provision will not apply to suits brought to enforce
a duty or liability created by the Securities Act or the Exchange Act. Instead, the Certificate of Incorporation provides that federal
district courts will be the sole and exclusive forum for claims under the Securities Act. In addition, Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder. Although Wheels Up believes this provision benefits Wheels Up by providing increased consistency
in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits
against Wheels Up’s directors and officers.
Registration Rights
The
Registration Rights Agreement provides that Wheels Up is required to register for resale, pursuant to Rule 415 under the Securities
Act, certain shares of Class A common stock and other equity securities of Wheels Up that are held by the parties thereto from time
to time, subject to the restrictions on transfer therein.
The
PIPE Subscription Agreements provide that, solely with respect to subscriptions by third-party investors whom are not party to the Registration
Rights Agreement, Wheels Up is required to file with the SEC, a shelf registration statement covering the resale of the shares of Class A
common stock issued to any such third-party investor and to use its commercially reasonable efforts to have such registration statement
on Form S-1 or Form S-3 (if eligible) declared effective as soon as practicable after the filing thereof but no later than
the earlier of (i) the 60th calendar day following the filing date thereof if the SEC notifies Wheels Up that it will “review”
such registration statement and (ii) the 10th business day after the date Wheels Up is notified (orally or in writing, whichever
is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review.
As
described above, we also agreed pursuant to the warrant agreement to file a registration statement covering the shares of Class A
common stock issuable upon exercise of the warrants.
Transfer Agent and Warrant Agent
The
transfer agent and warrant agent for Class A common stock and warrants, respectively, is Continental Stock Transfer & Trust
Company. The transfer agent’s and warrant agent’s address is One State Street, 30th Floor, New York, NY 10004.
SECURITIES ACT RESTRICTIONS
ON RESALE OF OUR SECURITIES
Pursuant
to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted Class A
common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have
been an affiliate of ours at the time of, or at any time during the three months preceding, a sale and (ii) Wheels Up is subject
to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under
Section 13 or 15(d) of the Exchange Act during the twelve months (or such shorter period as we were required to file reports)
preceding the sale.
Persons
who have beneficially owned restricted Class A common stock for at least six months but who are affiliates of ours at the time of,
or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be
entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
| · | 1%
of the total number of shares of our Class A common stock then outstanding; or |
| · | the
average weekly reported trading volume of our Class A common stock during the four calendar
weeks preceding the filing of a notice on Form 144 with respect to the sale. |
Sales
by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of
current public information about us.
Restrictions on the Use of Rule 144 by Shell
Companies or Former Shell Companies
Rule 144
is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies)
or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this
prohibition if the following conditions are met:
| · | the
issuer of the securities that was formerly a shell company has ceased to be a shell company; |
| · | the
issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act; |
| · | the
issuer of the securities has filed all Exchange Act reports and material required to be filed,
as applicable, during the preceding twelve months (or such shorter period that the issuer
was required to file such reports and materials), other than Form 8-K reports; and |
| · | at
least one year has elapsed from the time that the issuer filed current Form 10 type
information with the SEC reflecting its status as an entity that is not a shell company. |
As
a result, the transferees of the Sponsor will be able to sell their Class A common stock and private placement warrants, as applicable,
pursuant to Rule 144 without registration one year after the filing of our “Super” Form 8-K with Form 10 type
information, which was filed with the SEC on July 19, 2021.
We
are no longer a shell company, and so, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will
become available for the resale of the above noted restricted securities.
PLAN OF DISTRIBUTION
The
selling securityholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling warrants,
shares of our Class A common stock or interests in shares of our Class A common stock received after the date of this prospectus
from a selling securityholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or
otherwise dispose of any or all of their warrants, shares of our Class A common stock or interests in shares of our Class A
common stock on any stock exchange, market or trading facility on which the warrants or shares are traded or in private transactions.
These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market
price, at varying prices determined at the time of sale, or at negotiated prices.
The
selling securityholders may use any one or more of the following methods when disposing of warrants, shares or interests therein:
| · | ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| · | block
trades in which the broker-dealer will attempt to sell the shares as agent, but may position
and resell a portion of the block as principal to facilitate the transaction; |
| · | purchases
by a broker-dealer as principal and resale by the broker-dealer for their account; |
| · | an
exchange distribution in accordance with the rules of the applicable exchange; |
| · | privately
negotiated transactions; |
| · | short
sales effected after the date the registration statement of which this prospectus is a part
is declared effective by the SEC; |
| · | through
the writing or settlement of options or other hedging transactions, whether through an options
exchange or otherwise; |
| · | broker-dealers
may agree with the selling securityholders to sell a specified number of such shares at a
stipulated price per share; |
| · | a
combination of any such methods of sale; and |
| · | any
other method permitted by applicable law. |
In
addition, a selling securityholder that is an entity may elect to make an in-kind distribution of securities to its members, partners
or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution.
Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration
statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus
supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.
The
selling securityholders may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of our Class A
common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may
offer and sell the warrants or shares of our Class A common stock, from time to time, under this prospectus, or under an amendment
to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling securityholders
to include the pledgee, transferee or other successors in interest as selling securityholders under this prospectus. The selling securityholders
also may transfer the warrants or shares of our Class A common stock in other circumstances, in which case the transferees, pledgees
or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In
connection with the sale of our warrants, shares of our Class A common stock or interests therein, the selling securityholders may
enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the warrants
or shares of our Class A common stock in the course of hedging the positions they assume. The selling securityholders may also sell
warrants or shares of our Class A common stock short and deliver these securities to close out their short positions, or loan or
pledge the warrants or Class A common stock to broker-dealers that in turn may sell these securities. The selling securityholders
may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative
securities which require the delivery to such broker-dealer or other financial institution of warrants or shares offered by this prospectus,
which warrants or shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction).
The
aggregate proceeds to the selling securityholders from the sale of the warrants or Class A common stock offered by them will be
the purchase price of the warrants or Class A common stock less discounts or commissions, if any. Each of the selling securityholders
reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase
of warrants or Class A common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.
Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants.
The
selling securityholders and any underwriters, broker-dealers or agents that participate in the sale of the Class A common stock
or interests therein may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts,
commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities
Act. Selling securityholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will
be subject to the prospectus delivery requirements of the Securities Act.
To
the extent required, the warrants or shares of our Class A common stock to be sold, the names of the selling securityholders, the
respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or
discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.
In
order to comply with the securities laws of some states, if applicable, the warrants or Class A common stock may be sold in these
jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the warrants or Class A common
stock may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements
is available and is complied with.
We
have advised the selling securityholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales
of warrants or shares in the market and to the activities of the selling securityholders and their affiliates. In addition, to the extent
applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling securityholders
for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling securityholders may indemnify any
broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising
under the Securities Act.
We
have agreed to indemnify the selling securityholders against liabilities, including liabilities under the Securities Act and state securities
laws, relating to the registration of the warrants or shares offered by this prospectus.
We
have agreed with the selling securityholders to keep the registration statement of which this prospectus constitutes a part effective
until such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration
statement or such securities have been withdrawn.
INFORMATION INCORPORATED
BY REFERENCE
This
registration statement incorporates by reference important business and financial information about our Company that is not included
in or delivered with this document. The information incorporated by reference is considered to be part of this prospectus, and the SEC
allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information
to you by referring you to those documents instead of having to repeat the information in this prospectus. Any statement contained in
any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in or omitted from this prospectus or any accompanying prospectus supplement,
or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus. We incorporate by reference:
|
· |
our
Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 10, 2022 (File No. 001-39541); |
|
|
|
|
· |
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 13, 2022 (File No. 001-39541); |
|
|
|
|
· |
our Current Reports on Form 8-K
and 8-K/A, as applicable, filed with the SEC on February 28,
2022, March 2, 2022,
May 12, 2022, June 6,
2022, June 23, 2022,
and July 15, 2022
(in each case, excluding those portions furnished pursuant to Item 2.02 and Item 7.01, if applicable) (File No. 001-39541);
and |
|
|
|
|
· |
the description of our securities
contained in our Form 8-A12B
(File No. 001-39541) filed with the SEC on September 21, 2020 as updated by Exhibit 4.3
to our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 10, 2022,
including any other amendments or reports filed for the purpose of updating such description. |
We
also incorporate by reference into this prospectus any subsequent filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act (other than portions of those made pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished”
and not filed with the SEC), including all filings filed after the date hereof and prior to the completion of an offering of securities
under this prospectus.
We
have filed with the SEC this registration statement under the Securities Act of 1933, as amended, covering the shares of class A common
stock and private placement warrants to be offered and sold by this prospectus and any applicable prospectus supplement. This prospectus
does not contain all of the information included in the registration statement, some of which is contained in exhibits to the registration
statement. The registration statement, including the exhibits, can be read at the SEC website referred to below under “Where
You Can Find More Information.” Any statement made in this prospectus or any prospectus supplement concerning the contents
of any contract, agreement or other document is only a summary of the actual contract, agreement or other document. If we have filed
any contract, document, agreement or other document as an exhibit to the registration statement or any other document incorporated herein
by reference, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding
a contract, agreement or other document is qualified in its entirety by reference to the actual document.
Our
filings with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K
and amendments to those reports, are available free of charge on our website at www.wheelsup.com as soon as reasonably practicable
after they are filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site,
are not incorporated into and are not a part of this prospectus or the registration statement of which this prospectus is a part. Copies
of all documents incorporated by reference in this prospectus, other than exhibits to those documents unless such exhibits are specially
incorporated by reference in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives
a copy of this prospectus on the written or oral request of that person made to:
Wheels Up Experience Inc.
601 West 26th Street
New York, NY 10001
Attn: Investor Relations
Telephone: (212) 257-5252
WHERE YOU CAN FIND MORE
INFORMATION
We
have filed with the SEC a registration statement on Form S-1 on Form S-3 under the Securities Act with respect to the securities
offered by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further
information pertaining to us and our securities you should refer to the registration statement and our exhibits. Statements contained
in this prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document
has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed.
Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.
We
are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports and other information
with the SEC. Our filings with the SEC are available to the public on the SEC’s website at www.sec.gov. Those filings are
also available to the public at no cost on, or accessible through, our website under the heading “Investor Relations” at
www.wheelsup.com. The information we file with the SEC or contained on or accessible through our corporate website or any other
website that we may maintain is not incorporated by reference into and are not part of this prospectus or the registration statement
of which this prospectus is a part.
LEGAL MATTERS
The
validity of the securities offered by this prospectus have been passed upon for us by Arnold & Porter Kaye Scholer LLP, New
York, New York.
EXPERTS
The
audited consolidated financial statements of Wheels Up Experience Inc. incorporated by reference in this prospectus and elsewhere in
this registration statement have been so incorporated by reference in reliance upon the report of Grant Thornton LLP, independent registered
public accountants, upon the authority of said firm as experts in accounting and auditing.
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