Wheels Up Enters Material Definitive Agreement
Ticker: WSUPW · Form: 8-K · Filed: Sep 23, 2024 · CIK: 1819516
| Field | Detail |
|---|---|
| Company | Wheels Up Experience Inc. (WSUPW) |
| Form Type | 8-K |
| Filed Date | Sep 23, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, disclosure
TL;DR
Wheels Up just signed a big deal, details TBD.
AI Summary
Wheels Up Experience Inc. announced on September 22, 2024, that it has entered into a Material Definitive Agreement. The filing does not disclose specific details of the agreement, such as the counterparty or financial terms, but it is classified as a significant event requiring immediate disclosure.
Why It Matters
This filing indicates a significant new contract or partnership for Wheels Up, which could impact its future operations and financial performance.
Risk Assessment
Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the agreement.
Key Players & Entities
- Wheels Up Experience Inc. (company) — Registrant
- September 22, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the Material Definitive Agreement?
The filing does not specify the details of the Material Definitive Agreement.
Who is the counterparty to this agreement?
The filing does not disclose the name of the other party involved in the agreement.
What is the effective date of this agreement?
The earliest event reported is September 22, 2024.
Are there any financial implications mentioned in the filing?
The filing does not provide any specific financial terms or implications of the agreement.
Why is this agreement considered 'material'?
The filing classifies the agreement as a 'Material Definitive Agreement', indicating it is significant to the company's business, but does not elaborate on the specific reasons for its materiality.
Filing Stats: 1,227 words · 5 min read · ~4 pages · Grade level 12.2 · Accepted 2024-09-23 06:52:12
Key Financial Figures
- $0.0001 — hich registered Class A common stock, $0.0001 par value per share UP New York Sto
Filing Documents
- tm2424522d1_8k.htm (8-K) — 35KB
- tm2424522d1_ex10-1.htm (EX-10.1) — 39KB
- tm2424522d1_ex99-1.htm (EX-99.1) — 7KB
- 0001104659-24-101873.txt ( ) — 262KB
- up-20240922.xsd (EX-101.SCH) — 3KB
- up-20240922_lab.xml (EX-101.LAB) — 33KB
- up-20240922_pre.xml (EX-101.PRE) — 22KB
- tm2424522d1_8k_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On September 22, 2024, Wheels Up Experience Inc. (the "Company") entered into Amendment No. 2 to Investment and Investor Rights Agreement (the "Investor Rights Agreement Amendment"), with each of Delta Air Lines, Inc. ("Delta"), CK Wheels LLC ("CK Wheels"), Cox Investment Holdings, LLC ("CIH" and, collectively with Delta and CK Wheels, the "Lead Investors"), Whitebox Multi-Strategy Partners, LP ("Whitebox MSP"), Whitebox Relative Value Partners, LP ("Whitebox RVP"), Pandora Select Partners, LP ("Pandora"), Whitebox GT Fund, LP ("Whitebox GT" and, collectively with Whitebox MSP, Whitebox RVP and Pandora, the "Whitebox Entities") and Kore Air LLC ("Kore" and, collectively with the Whitebox Entities, the "Additional Investors" and, collectively with the Lead Investors, the "Investors"), to amend and extend, among others, certain transfer restrictions set forth in the Investment and Investor Rights Agreement, dated September 20, 2023, by and among, the Company and the Investors (as amended by Amendment No. 1 thereto, dated as of November 15, 2023, the "Investor Rights Agreement"). Pursuant to the Investor Rights Agreement Amendment, the Lead Investors agreed to extend the lock-up restriction with respect to all of their shares of the Company's Class A common stock, $0.0001 par value per share ("Common Stock"), issued pursuant to the Investor Rights Agreement ("Shares") for an additional year, until September 20, 2025, and the Additional Investors agreed to extend the lock-up restriction with respect to 72.5% of their Shares for an additional year, until September 20, 2025, in each case subject to limited exceptions for transfers to Permitted Transferees (as defined in the Investor Rights Agreement); provided, that any transfers or sales of Shares held by the Additional Investors that are not subject to the extended lock-up restriction shall not be at a price less than the minimum price per share specified in the In
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On September 23, 2024, the Company issued a press release regarding the lock-up extension described in Item 1.01 of this Current Report on Form 8-K (this "Current Report"), 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 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 Securities Act 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* Amendment No. 2 to Investment and Investor Rights Agreement, dated September 22, 2024, by and among Wheels Up Experience Inc. and the Investors listed on the signature pages thereto 99.1** Press Release, dated September 23, 2024 104 Cover Page Interactive Data File ( embedded within the Inline XBRL document ) * Filed herewith. ** Furnished herewith. 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: September 23, 2024 By: /s/ George Mattson Name: George Mattson Title: Chief Executive Officer