Wheels Up Experience Inc. Files 8-K with Material Agreement

TL;DR

Wheels Up signed a big deal, filing an 8-K. Details TBD.

AI Summary

Wheels Up Experience Inc. announced on June 15, 2024, that it entered into a Material Definitive Agreement. The company also provided a Regulation FD Disclosure and filed financial statements and exhibits. The filing does not contain specific dollar amounts or further details on the agreement.

Why It Matters

This 8-K filing indicates a significant new agreement for Wheels Up Experience Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications, but lacks specific details to fully assess the risk.

Key Players & Entities

• Wheels Up Experience Inc. (company) — Registrant
• 0001819516-24-000038 (document_id) — Accession Number
• 20240615 (date) — Earliest event reported
• 2135 American Way (address) — Principal executive offices
• Chamblee (city) — Principal executive offices
• Georgia (state) — Principal executive offices
• 30341 (zip_code) — Principal executive offices
• Aspirational Consumer Lifestyle Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A common stock, $0.0001 par value per share UP New York Stock E

Filing Documents

• up-20240615.htm (8-K) — 42KB
• ex-101xamendedandrestatedc.htm (EX-10.1) — 139KB
• ex-991xpressreleasedatedju.htm (EX-99.1) — 15KB
• 0001819516-24-000038.txt ( ) — 352KB
• up-20240615.xsd (EX-101.SCH) — 2KB
• up-20240615_lab.xml (EX-101.LAB) — 21KB
• up-20240615_pre.xml (EX-101.PRE) — 12KB
• up-20240615_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 15, 2024, Wheels Up Partners Holdings LLC ("WUP Holdings"), a direct subsidiary of Wheels Up Experience Inc. ("Wheels Up"), and Wheels Up Partners LLC ("WUP LLC"), an indirect subsidiary of Wheels Up, entered into the Amended and Restated Commercial Cooperation Agreement, dated as of June 15, 2024 (the "Amended CCA"), with Delta Air Lines, Inc. ("Delta"). The Amended CCA, which was approved by the disinterested members of Wheels Up's Board of Directors (the "Board") and the Audit Committee of the Board, replaced the Commercial Cooperation Agreement, dated as of January 17, 2020 (as amended prior to June 15, 2024, the "Original CCA"), by and among WUP Holdings, WUP LLC and Delta, which was originally entered into in connection with the closing of Wheels Up's acquisition of Wheels Up Private Jets LLC from Delta in January 2020. The Amended CCA marks a continued commitment by Wheels Up and Delta to further their long-term commercial endeavors and provides for, among other things: (i) the terms on which certain of Wheels Up's members can continue to purchase discounted premium commercial air travel with Delta, including by the use of eligible Wheels Up prepaid blocks; (ii) an amendment to a related agreement that governs the terms on which certain of Wheels Up's members and customers may receive enhanced benefits under the Delta SkyMiles and Delta Medallion programs; and (iii) certain other in-kind benefits among the parties in furtherance of their joint sales efforts and related to the facilitation of their respective businesses. The Amended CCA replaced the run-rate benefit requirements under the Original CCA with the foregoing benefits and programs. The Amended CCA has an initial term that ends on September 20, 2029 and will renew for two successive three-year periods after such initial term, unless any party to the agreement delivers a notice of its intention not to renew no later than one year prior t

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 17, 2024, Wheels Up issued a press release regarding changes to its member programs and charter offerings, a copy of which is furnished as Exhibit 99.1 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 Wheels Up 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1*+ Amended and Restated Commercial Cooperation Agreement, dated as of June 1 5 , 2024, by and among Wheels Up Partners Holdings LLC, Wheels Up Partners LLC and Delta Air Lines, Inc. 99.1** Press Release, dated June 17, 2024 104 Cover Page Interactive Data File ( embedded within the Inline XBRL document ) * Filed herewith. ** Furnished herewith. + Certain portions of this exhibit (indicated by "[***]") have been omitted pursuant to Item (601)(b)(10) of Regulation S-K. In addition, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission or its staff upon request. 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. WHEELS UP EXPERIENCE INC . Date: June 17, 2024 By: /s/ George Mattson Name: George Mattson Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR