Current Report Filing (8-k)
February 28 2022 - 8:01AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 24, 2022
WHEELS UP EXPERIENCE INC.
(Exact name of registrant as specified in its
charter)
Delaware |
001-39541 |
98-1557048 |
(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
of incorporation) |
File Number) |
Identification No.) |
601 West 26th Street, Suite 900 |
|
New York, New York |
10001 |
(Address of principal executive offices) |
(Zip Code) |
(212) 257-5252
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Class A common stock, par value $0.0001 per share |
|
UP |
|
New York Stock Exchange |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
UP WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 28, 2022, Wheels Up Experience Inc.
(the “Company”) announced that on February 24, 2022, Eric Phillips resigned from the Board of Directors (the “Board”)
of the Company, effective as of such date (the “Effective Date”). The Company expresses gratitude to Mr. Phillips’ contributions
to the Board and the Company. The departure of Mr. Phillips is not related to any disagreement with the Company or the Board regarding
any matter related to the Company’s operations, policies or practices.
On the Effective Date, the Board determined, effective
as of the Effective Date, to appoint Dwight James to serve as a Class I member of the Board, as well as a member of the Safety and Security
Committee of the Board. Mr. James was designated to the Board pursuant to a letter agreement dated February 1, 2021 (the “Rights
Letter”), by and among, Wheels Up Partners Holdings LLC, Delta Air Lines, Inc. (“Delta”) and Aspirational Consumer Lifestyle
Corp. (“Aspirational”), the Company’s predecessor. Pursuant to the Rights Letter, subject to certain conditions, Delta
was entitled to designate two members of our Board at the closing of the Company’s business combination with Aspirational (the “Closing”),
and to thereafter nominate (and if such director is not elected, to appoint, subject to certain limitations) two directors to the Board,
with one such individual to serve as a Class I director and the other to serve as a Class III director. Directors designated by Delta
do not receive any compensation for their service as directors. If Delta ceases to own at least 50% of the shares of Wheels Up Class A
common stock, $0.0001 par value (the “Common Stock”) that it owns as of the Closing, Delta will no longer have the right to
nominate (or appoint, if applicable) one such director. If Delta ceases to own at least 25% of the shares of Common Stock that it owns
as of the Closing, Delta will no longer have any nomination (or appointment) rights as it relates to our Board.
Mr. James is Senior Vice President – Customer
Engagement & Loyalty at Delta, responsible for the company’s digital strategy and loyalty programs, and serves as the CEO of
Delta Vacations, a wholly owned global subsidiary of Delta. Since 2009, he has held roles of increasing responsibility at Delta, including
as Senior Vice President – Pricing & Revenue Management, Senior Vice President – International Pricing & Revenue Management
and Senior Vice President – Transatlantic. Prior to joining Delta, Mr. James served in several roles with The Home Depot, Inc.,
including in corporate strategy, business development and M&A. Mr. James also serves on the Board of Directors of Floor & Décor
Holdings, Inc. (NYSE: FND), a specialty retailer and commercial flooring distributor of hard surface flooring and related accessories.
Mr. James earned his B.A. in Business Administration from Morehouse College and MBA from Duke University – The Fuqua School of Business.
There are no transactions between Mr. James and the Company that would
require disclosure under Item 404(a) of Regulation S-K. The description of certain relationships and related transactions between the
Company and Delta is included in the final prospectus and definitive proxy statement, dated June 23, 2021 and filed by the Company with
the Securities and Exchange Commission on June 23, 2021 in the subsections entitled “Delta Equity Purchase Agreement,” “Commercial
Arrangements with Delta,” “Delta Subleases,” and “Delta Investor Rights Letter” under the section entitled
“Certain Relationships and Related Person Transactions―WUP” beginning on page 300, which is incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.
On February 28, 2022, the Company issued a press release announcing
the appointment of Mr. James to the Board and related matters. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated
by reference herein. The information in Item 7.01 of this Current Report on Form 8-K and Exhibit
99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WHEELS UP EXPERIENCE INC. |
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Date: February 28, 2022 |
By: |
/s/ Kenneth Dichter |
|
|
Name: |
Kenneth Dichter |
|
|
Title: |
Chief Executive Officer |
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