Information About
Our Wheels UpCompany Overview
Wheels Up is a leading provider of on-demand private aviation in the U.S. and one of the largest private aviation companies in the world. Wheels Up offers a complete global aviation solution with a large, modern and diverse fleet, backed by an uncompromising commitment to safety and service. Customers can access membership programs, charter, aircraft management services and whole aircraft sales, as well as unique commercial travel benefits through a strategic partnership with Delta Air Lines, Inc. (“Delta”). Wheels Up also offers freight, safety and security solutions and managed services to individuals, industry, government and civil organizations.
Wheels Up is guided by the mission to connect private flyers to aircraft, and one another, through an open platform that seamlessly enables life’s most important experiences. Powered by a global private aviation marketplace connecting its base of over 12,000 members and customers to a network of more than 1,500 safety-vetted and verified private aircraft, Wheels Up is widening the aperture of private travel for millions of consumers globally. With the Wheels Up mobile app and website, members and customers have the digital convenience to search, book and fly.
Business Combination
The Annual Meeting will be our first annual stockholders meeting following the consummation ofOn July 13, 2021 (the “Closing Date”), we consummated the transactions contained in the Agreement and Plan of Merger (the “Merger Agreement”) with Aspirational Consumer Lifestyle Corp. (“Aspirational”), a blank check company, dated as of February 1, 2021, as amended on May 6, 2021 (the “Business Combination”). The Business Combination closed on July 13, 2021 (the “Closing Date”) and, inIn connection therewith:
Aspirational merged with and into us, whereby we survived the merger and became the successor issuer to Aspirational;
weWe changed our name to “Wheels Up Experience Inc.”;
weWe acquired Wheels Up Partners Holdings LLC, a Delaware limited liability company (“WUP”); and
Aspirational’s publicly traded units separated into their components of publicly traded Aspirational Class A common stock and Aspirational public warrants, and each outstanding share of Aspirational Class A common stock was exchanged, on a one-for-one basis, for shares of Wheels Up Class A common stockCommon Stock and all of Aspirational’s outstanding warrants became warrants to acquire shares of Wheels Up Class A common stock.Up’s Common Stock.
Upon consummation of the preceding transactions:
(i) WUP became a wholly owned subsidiary of Wheels Up Experience Inc.; and
(ii) beginning July 14, 2021, our shares of Class A common stock tradedCommon Stock began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “UP” and our warrants tradedPublic Warrants (as defined herein) began trading on the NYSE under the symbol “UP WS”.
In addition, Aspirational entered into subscription agreements with certain investors, whereby Aspirational issued 55,000,000 shares of common stock at a price of $10.00 per share for an aggregate purchase price of $550 million (the “PIPE Investment”), which closed simultaneously with the consummation of the Business Combination.
On the Closing Date, we received approximately $656.3 million in gross proceeds. In addition, upon closing of the Business Combination, all outstanding WUP common interests and WUP preferred interests (including WUP restricted interests), as well as shares underlying WUP options, were converted into 190.0 million shares of Class A common stock and rolled over into the combined business. In addition, there were 29.0 million outstanding WUP profits interests recapitalized in connection with the Business Combination that can be exchanged on a value-for-value basis for Class A common stock subject to vesting.
As part of the Business Combination, existing holders of WUP equity, including certain holders of WUP profits interests and restricted interests, but excluding holders of stock options, have the right to receive up to an aggregate of 9,000,000 additional shares of Class A common stockCommon Stock in three equal tranches, which are issuable upon the achievement of Class A common stockCommon Stock share price thresholds of $12.50, $15.00 and $17.50 for any 20 trading days within a period of 30 consecutive trading days within five years of the Closing Date, respectively (the “Earnout Shares”).
Forward-Looking Statements
This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. You can identify forward-looking statements by words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “would,” “likely,” “estimate,” “predict,” “potential,” “continue” or other similar expressions. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including those contained in the Company’s Annual Report on Form 10-K and the Company’s other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We look forwardundertake no obligation to seeing you at our first meeting of stockholders.update or revise any forward-looking statements.