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

TL;DR

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

AI Summary

On September 21, 2025, Wheels Up Experience Inc. entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements and exhibits. The company, formerly known as Aspirational Consumer Lifestyle Corp., is based in Chamblee, Georgia.

Why It Matters

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

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Wheels Up Experience Inc. (company) — Registrant
• September 21, 2025 (date) — Date of earliest event reported
• Aspirational Consumer Lifestyle Corp. (company) — Former company name
• Chamblee, Georgia (location) — Principal executive offices

FAQ

Key Financial Figures

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

Filing Documents

• tm2526628d1_8k.htm (8-K) — 37KB
• tm2526628d1_ex10-1.htm (EX-10.1) — 48KB
• tm2526628d1_ex99-1.htm (EX-99.1) — 7KB
• tm2526628d1_ex99-1img01.jpg (GRAPHIC) — 16KB
• 0001104659-25-091860.txt ( ) — 287KB
• up-20250921.xsd (EX-101.SCH) — 3KB
• up-20250921_lab.xml (EX-101.LAB) — 33KB
• up-20250921_pre.xml (EX-101.PRE) — 22KB
• tm2526628d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On September 21, 2025 (the "Amendment Date"), Wheels Up Experience Inc. (the "Company") entered into Amendment No. 3 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"), and each of Kore Air LLC, Pandora Select Partners, L.P., Whitebox GT Fund, LP, Whitebox Multi-Strategy Partners, L.P., and Whitebox Relative Value Partners, L.P. (collectively, 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, as further amended by Amendment No. 2 thereto, dated as of September 22, 2024, and as further amended by the Investor Rights Agreement Amendment, the "Investor Rights Agreement"). Pursuant to the Investor Rights Agreement Amendment: the Lead Investors agreed to extend the lock-up restriction applicable 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") through May 22, 2026 (the "Extended Lock-Up Expiration"), subject to limited exceptions for transfers to Permitted Transferees (as defined in the Investor Rights Agreement); and the Additional Investors agreed to extend the lock-up restriction with respect to 29% of their Shares through January 2, 2026, subject to limited exceptions for transfers to Permitted Transferees; provided, that any transfers or sales of Shares held by the Additional Investors after the Amendment Date and until the Extended Lock-Up Expiration may not occur during specified

01

Item 7.01 Regulation FD Disclosure. On September 22, 2025, 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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1* Amendment No. 3 to Investment and Investor Rights Agreement, dated September 21 , 2025, by and among Wheels Up Experience Inc. and the Investors listed on the signature pages thereto 99.1** Press Release, dated September 22, 2025 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 22, 2025 By: /s/ George Mattson Name: George Mattson Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR