UP Wheels Up Experience Inc

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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 ☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

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 ☐ Soliciting Material under §240.14a-12

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To the Stockholders of Wheels Up Experience Inc.:

I am pleased to invite you to attend the Special Meeting (the “Special Meeting”) of Wheels Up Experience Inc., a Delaware corporation (referred to herein as the “Company”, “Wheels Up”, “we”, “us” or “our”), which will be held online at www.virtualshareholdermeeting.com/UP2023SM, on Thursday, November 9, 2023, at 4:00 p.m., Eastern Time. You will be able to attend and participate in the Special Meeting online by visiting www.virtualshareholdermeeting.com/UP2023SM at the meeting date and time described above and in the accompanying proxy statement, and by entering the 16-digit control number that appears on your proxy card (printed in the box and marked by the arrow). You may submit questions and vote online during the Special Meeting. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, reduces health and safety concerns, and provides cost savings for our stockholders and the Company.

The Special Meeting will be held for the following purposes, as more fully described in the accompanying Proxy Statement (“Proxy Statement”):

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Special Meeting of Stockholders. Only stockholders who owned Common Stock entitled to vote at the close of the trading day on October 16, 2023 (the “Record Date”) can vote online during the Special Meeting or any adjournments that take place.

The Company’s board of directors (the “Board” or “Board of Directors”) recommends that you vote:

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Special Meeting online, we encourage you to read the accompanying Proxy Statement and submit your proxy as soon as possible using one of the four convenient voting methods described in the “Information About the Proxy Process and Voting” section in the Proxy Statement. If you receive more than one set of proxy materials, it is because your shares are registered in different names or addresses, each proxy should be signed and submitted to ensure that all of your shares will be voted. Please note that any stockholder attending the Special Meeting may vote online during the Special Meeting, even if the stockholder has already returned a proxy card or voting instruction card. However, if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record holder.

We appreciate your continued support of Wheels Up and look forward to receiving your proxy.

 

601 West 26^th Street, Suite 900

New York, New York 10001

The Board of Directors (the “Board” or “Board of Directors”) of Wheels Up Experience Inc. (referred to herein as the “Company”, “Wheels Up”, “we”, “us” or “our”) is soliciting your proxy to vote at our 2023 Special Meeting of Stockholders (the “Special Meeting”) to be held on Thursday, November 9, 2023, at 4:00 p.m., Eastern Time. The Special Meeting will be held entirely online. You can attend the Special Meeting, submit your questions and vote online during the Special Meeting by visiting www.virtualshareholdermeeting.com/UP2023SM.

In addition to solicitations by mail, our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. We may retain outside consultants to solicit proxies on our behalf as well. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

The only outstanding voting securities of Wheels Up are shares of our Class A common stock, $0.0001 par value per share (“Common Stock”), of which there were 166,805,874 shares issued and outstanding (excluding any treasury stock) as of the close of the trading day on October 16, 2023 (the “Record Date”). Although CK Wheels LLC (“CK Wheels”) owned approximately 36.3% of the Company’s issued and outstanding shares as of the Record Date, it cannot vote more than 19.9% of the Company’s issued and outstanding shares at the Special Meeting as a result of restrictions on voting imposed on holders who may be deemed not to be a “citizen of the United States” pursuant to 49 USC § 40102(a)(15)(C) and Article X of the Company’s Certificate of Incorporation, dated as of July 13, 2021 (the “Original Certificate of Incorporation”), as amended by the Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of June 7, 2023 (together with the Original Certificate of Incorporation, the “Certificate of Incorporation”); the additional shares owned in excess of 19.9% by CK Wheels will not be counted as issued and outstanding for purposes of counting votes. In addition, although Delta Air Lines, Inc. (“Delta”) owned approximately 39.4% of the Company’s issued and outstanding shares as of the Record Date, by agreement with Delta, any shares above 29.9% will be neutral shares with respect to voting rights, voted in proportion to all other votes cast (“for”, “against” or “abstain”) at the Special Meeting other than by Delta. The holders of a majority in voting power of all shares of Common Stock issued and outstanding and entitled to vote, present in person or represented by proxy, in each instance participating by means of remote communication at this Special Meeting, will constitute a quorum for the transaction of business at the Special Meeting. If a quorum is not present or represented at the Special Meeting, then the chairperson of the Special Meeting may adjourn the meeting, from time to time to the same or some other place, date or time, until a quorum shall attend.

This Proxy Statement, the Notice of Special Meeting and accompanying proxy card or voting instruction card will be mailed on or about October 18, 2023 to all stockholders of record entitled to vote at the Special Meeting.

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 and whole aircraft sales, as well as unique commercial travel benefits through a strategic partnership with 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 approximately 12,000 members and customers to a network of approximately 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.

On August 15, 2023, we announced a plan for an expanded partnership with and investment from certain of the Lenders (as defined below), including Delta, Certares Management LLC (“Certares”), and Knighthead Capital Management LLC (“Knighthead”), to accelerate our business transformation (the “Transaction”). The Transaction, which consisted of a credit facility and issuance of Common Stock described below, signed and closed on September 20, 2023 (the “Closing Date”) with funds contributed by Delta, CK Wheels, an entity co-managed by affiliates of Certares and Knighthead, and Cox Enterprises, Inc. (“Cox” and, together with Delta and CK Wheels, the “Lenders”).

The credit facility (the “Credit Facility”) is comprised of a $350 million term loan funded on the Closing Date from the Lenders and a commitment for a $100 million revolving credit facility from Delta. The terms of the credit agreement for the Credit Facility permit a new lender to provide a $50 million term loan after the Closing Date, as approved by the Lenders.

In connection with the closing of the Credit Facility, the Lenders received newly issued Common Stock representing 80% of our outstanding shares of Common Stock as of September 15, 2023, on a fully diluted basis after giving effect to such issuance (the “Initial Issuance Common Stock”). Pursuant to the terms of the Investment and Investor Rights Agreement, dated as of September 20, 2023 (the “Investor Rights Agreement”), by and among Wheels Up and the Lenders, assuming approval of Proposal No. 1 by our stockholders, we will issue additional Common Stock to the Lenders such that the Lenders (including any additional lender under the credit agreement for the Credit Facility that executes a joinder to the Investor Rights Agreement) collectively will own 95% of our outstanding shares of Common Stock as of September 15, 2023, on a fully diluted basis after giving effect to such issuances (the “Deferred Issuance Common Stock”).

The Audit Committee of the Board determined that the delay that would be caused in obtaining stockholder approval for both the Initial Issuance Common Stock and the Deferred Issuance Common Stock would jeopardize our financial viability. Therefore, we issued the Initial Issuance Common Stock without prior stockholder approval based on the Financial Distress Exception provided for in the Shareholder Approval Policy of the New York Stock Exchange (“NYSE”). In reliance on the exception, we mailed to all stockholders a letter notifying them of our intention to issue the Initial Issuance Common Stock and the Deferred Issuance Common Stock without seeking their approval. Approximately 22 days after the completion of the mailing of such notice, we issued the Initial Issuance Common Stock to the Lenders. The Deferred Issuance Common Stock to be issued to the Lenders will be subject to stockholder approval of Proposal No. 1 contained in this Proxy Statement and we expect will be issued as early as five business days after receipt of such stockholder approval.

In connection with the Transaction and pursuant to the Investor Rights Agreement, we implemented a new structure for our Board of Directors. As of the date hereof, the directors serving on the Board pursuant to the terms of the Investor Rights Agreement are as follows: (i) Alain Bellemare, Dwight James, Daniel Janki and Lee Moak, each designated by Delta; (ii) Adam Cantor, Zachary Lazar, Jeffrey Nedelman and Adam Zirkin, each designated by CK Wheels; (iii) Andrew Davis, who was designated by Cox; (iv) David Adelman and Timothy Armstrong; and (v) George N. Mattson, the Company’s Chief Executive Officer.

As of the Record Date, the Lenders collectively were entitled to vote approximately 84.7% of the shares of Common Stock entitled to vote at the Special Meeting (of which any shares above 29.9% held by Delta will be neutral shares with respect to voting rights as described below). Although CK Wheels owned approximately 36.3% of the Company’s issued and outstanding shares as of the Record Date, it cannot vote more than 19.9% of the Company’s issued and outstanding shares at the Special Meeting as a result of restrictions on voting imposed on holders who may be deemed not to be a “citizen of the United States” pursuant to 49 USC § 40102(a)(15)(C) and

Article X of the Certificate of Incorporation; the additional shares owned in excess of 19.9% by CK Wheels will not be counted as issued and outstanding for purposes of counting votes. In addition, although Delta owned approximately 39.4% of the Company’s issued and outstanding shares as of the Record Date, by agreement with Delta, any shares above 29.9% will be neutral shares with respect to voting rights, voted in proportion to all other votes cast (“for”, “against” or “abstain”) at the Special Meeting other than by Delta. The shares of Common Stock held by the Lenders will be voted on the Proposals to the extent their voting rights are not otherwise limited as expressly described elsewhere in this Proxy Statement. Although there is no voting agreement in place as among the Lenders, we expect them to vote in favor of the Proposals.

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. These forward-looking statements include, but are not limited to, statements regarding the Deferred Issuance Common Stock and our ability to continue as a going concern. 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 for the year ended December 31, 2022 and the Company’s other filings with the United States Securities and Exchange Commission (“SEC”). 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 undertake no obligation to update or revise any forward-looking statements.

We have made these Special Meeting materials available to you because the Board is soliciting your proxy to vote at the Special Meeting, including at any adjournments or postponements of the Special Meeting. You are invited to attend the Special Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy.

Only stockholders of record at the close of the trading day on the Record Date will be entitled to vote at the Special Meeting. At the close of the trading day on the Record Date, there were 132,637,792 shares of Common Stock issued and outstanding (excluding any treasury stock and the Excess Shares (as defined below)) and entitled to vote.

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our Common Stock, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote online during the Special Meeting or vote by proxy by telephone, Internet or mail. Whether or not you plan to attend the Special Meeting online, please vote as soon as possible to ensure your vote is counted. Even if you have submitted a proxy before the Special Meeting, you may still attend the Special Meeting and vote online. In such case, your previously submitted proxy will be disregarded.

If, on the Record Date, your shares were not held in your name, but rather in an account at a brokerage firm, bank, dealer, custodian or other similar organization acting as nominee (each, a “Broker”), then you are the beneficial owner of shares held in “street name,” and these Special Meeting materials are being forwarded to you by your Broker along with a voting instruction card. The Broker holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner of the shares in your account, you have the right to direct your Broker on how to vote your shares. Simply complete and mail the voting instruction card to ensure that your vote is counted.

You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you request, obtain and submit, prior to the Special Meeting, a valid proxy from your Broker. If you wish to vote your shares at the Special Meeting rather than submitting a voting instruction card to your Broker, follow the instructions from your Broker.

There are four matters scheduled for a vote at the Special Meeting:

For the Proposals, you may vote “For” or “Against” or abstain from voting with respect to each Proposal.

Please note that by casting your vote by proxy you are authorizing the individuals listed on the proxy card to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Special Meeting or any adjournments or postponements thereof.

Broadridge Financial Solutions, Inc. (“Broadridge”) has been engaged as our independent agent to tabulate stockholder votes (the “Inspector of Election”). If you are a stockholder of record, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a Broker, your Broker returns one proxy card to Broadridge on behalf of all its clients.

Votes will be counted by the Inspector of Election appointed for the Special Meeting, who will count “For,” “Against” and abstention votes for the Proposals. Abstentions and failing to vote will have the effect of a vote “Against” the applicable Proposal. If your shares are held by your Broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your Broker to vote your shares. Because the Proposals to be voted on at the Special Meeting are all considered “non-routine” and a Broker is not entitled to vote on non-routine matters without instruction from the beneficial owner, the failure to instruct your Broker how to vote your shares on any of the Proposals will have the effect of a vote “Against” the applicable Proposal. See below for additional information regarding: “What are ‘broker non-votes’?” and “Are the ballot measures are considered ‘routine’ or ‘non-routine’?”

Abstentions and broker non-votes will be counted for purposes of determining whether a quorum exists at the Special Meeting. See “How many votes are needed to approve the proposals?” below for additional information.

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the Broker holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in ”street name,” the beneficial owner of the shares is entitled to give voting instructions to the Broker holding the shares. If the beneficial owner does not provide voting instructions, the Broker can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a Broker or other record holder of Common Stock entitled to vote indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Because the Proposals to be voted on at the Special Meeting are all considered “non-routine” and a Broker is not entitled to vote on non-routine matters without instruction from the beneficial owner, the failure to instruct your Broker how to vote your shares on any of the Proposals will have the effect of a vote “Against” the applicable Proposal. Accordingly, if you own shares through a nominee, such as a Broker, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the Proposals.

The Proposals are considered “non-routine” under applicable rules. A Broker is not entitled to vote on non-routine matters without instruction from the beneficial owner, and therefore, failure to instruct your Broker how to vote your shares on any of the Proposals will have the effect of a vote “Against” the applicable Proposal.

INFORMATION ABOUT THE PROXY PROCESS AND VOTING (continued)

The vote required to approve each Proposal and the Board’s recommendation with respect to each Proposal are described in the table below.

On each matter to be voted upon, you have one vote for each share of Common Stock entitled to vote that you own as of the Record Date.

If we receive a signed and dated proxy card and the proxy card does not specify how your shares are to be voted, or if you vote by proxy over the internet but do not mark the boxes showing how you wish to vote on a particular Proposal at the Special Meeting, your shares will be voted as follows:

If any other matter is properly presented at the Special Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares in his or her discretion.

Wheels Up will pay for the entire cost of soliciting proxies, including the cost of mailing the paper copies of our proxy materials. In addition, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards.

Yes. You can revoke your proxy at any time before the final vote at the Special Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

If your shares are held by your Broker, you should follow the instructions provided by them.

The webcast of the Special Meeting will begin promptly on Thursday, November 9, 2023 at 4:00 p.m., Eastern Time. We encourage you to access the Special Meeting prior to the start time. Online check-in will begin at 3:45 p.m., Eastern Time on the meeting date, and you should allow reasonable time for the check-in procedures.

To attend the Special Meeting stockholders will need to log in to www.virtualshareholdermeeting.com/UP2023SM using the 16-digit control number that appears on your proxy card or voting instruction card (printed in the box and marked by the arrow).

Upon written request to Wheels Up Experience Inc., 601 West 26th Street, Suite 900, New York, New York 10001, or oral request to the Company at (212) 257-5252, we will promptly deliver a separate copy of our proxy materials.

INFORMATION ABOUT THE PROXY PROCESS AND VOTING (continued)

Beginning 15 minutes prior to the start of and during the Special Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the meeting.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log-in page.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of Common Stock issued and outstanding and entitled to vote on the Proposals on the Record Date are present in attendance online or represented by proxy at the Special Meeting. On the Record Date, there were 132,637,792 shares of Common Stock issued and outstanding (excluding any treasury stock and the Excess Shares (as defined below)) and entitled to vote. Accordingly, 66,318,897 shares of Common Stock entitled to vote must be represented by stockholders present at the Special Meeting online or by proxy to have a quorum.

Your shares will be counted toward the quorum only if you submit a valid proxy or vote at the Special Meeting online. Abstentions and broker non-votes will be counted toward the quorum requirement. If there is no quorum, the chairperson of the Special Meeting may adjourn the Special Meeting to another time or place.

Pursuant to 49 USC § 40102(a)(15)(C), Article X of the Certificate of Incorporation and Article VIII of the Company’s Amended and Restated By-Laws, dated as of December 12, 2022 (the “By-Laws”), if persons who are not “citizens of the United States” at any time own or control more than 25% of the voting power of the outstanding capital stock of the Company entitled to vote (the “Permitted Percentage”), the voting rights of such shares of capital stock in excess of the Permitted Percentage (the “Excess Shares”) will be automatically suspended until such time those persons that are not “citizens of the United States” own in the aggregate less than the Permitted Percentage. Accordingly, the additional shares owned in excess of 19.9% by CK Wheels will not be counted as issued and outstanding for purposes of counting votes including for quorum purposes.

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Special Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days after the day the final results are available.

On September 19, 2023, the Board voted to approve and to recommend to our stockholders that they approve at the Special Meeting, the amendment and restatement of the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 250,000,000 to 1,500,000,000 (the “Increased Authorized Common Stock Amendment”). If approved by the stockholders at the Special Meeting, the Company would adopt Proposal No. 1 by causing the filing of an amended and restated Certificate of Incorporation reflecting the Increased Authorized Common Stock Amendment with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”).

Appendix A to this Proxy Statement contains the proposed amended and restated Certificate of Incorporation with changes marked to reflect the successful approvals of the Proposals (the “Proposed Amended and Restated Certificate of Incorporation”). The changes marked in Section 4.1(a) in the Proposed Amended and Restated Certificate of Incorporation in Appendix A to this Proxy Statement reflect the Increased Authorized Common Stock Amendment.

On August 15, 2023, we announced a plan for an expanded partnership with and investment from certain of the Lenders, including Delta, Certares, and Knighthead, to accelerate our business transformation. The Transaction, which consisted of a credit facility and issuance of Common Stock described below, closed on September 20, 2023 with funds contributed by Delta and CK Wheels, an entity co-managed by affiliates of Certares and Knighthead, and Cox.

The Credit Facility is comprised of a $350 million term loan funded on the Closing Date from the Lenders and a commitment for a $100 million revolving credit facility from Delta. The terms of the credit agreement for the Credit Facility permit a new lender to provide a $50 million term loan after the Closing Date, as approved by the Lenders.

In connection with the closing of the Credit Facility, the Lenders received newly issued Common Stock representing 80% of our outstanding shares of Common Stock as of September 15, 2023, on a fully diluted basis after giving effect to such issuance. Pursuant to the terms of the Investor Rights Agreement, after approval of this Proposal No. 1 by our stockholders, we will issue additional Common Stock to the Lenders such that the Lenders (including any additional lender under the credit agreement for the Credit Facility that executes a joinder to the Investor Rights Agreement) collectively will own 95% of our outstanding shares of Common Stock as of September 15, 2023, on a fully diluted basis after giving effect to such issuances.

The Audit Committee of the Board determined that the delay that would be caused in obtaining stockholder approval for both the Initial Issuance Common Stock and the Deferred Issuance Common Stock would jeopardize our financial viability. Therefore, we issued the Initial Issuance Common Stock without prior stockholder approval based on the Financial Distress Exception provided for in the Shareholder Approval Policy of the NYSE. In reliance on the exception, we mailed to all stockholders a letter notifying them of our intention to issue the Initial Issuance Common Stock and the Deferred Issuance Common Stock without seeking their approval. Approximately 22 days after the completion of the mailing of such notice, we issued the Initial Issuance Common Stock to the Lenders. The Deferred Issuance Common Stock to be issued to the Lenders will be subject to stockholder approval of this Proposal No. 1 and we expect will be issued as early as five business days after receipt of such stockholder approval.

In connection with the Transaction and pursuant to the Investor Rights Agreement, we implemented a new structure for our Board of Directors. As of the date hereof, the directors serving on the Board pursuant to the terms of the Investor Rights Agreement are as follows: (i) Alain Bellemare, Dwight James, Daniel Janki and Lee Moak, each designated by Delta; (ii) Adam Cantor, Zachary Lazar, Jeffrey Nedelman and Adam Zirkin, each designated by CK Wheels; (iii) Andrew Davis, who was designated by Cox; (iv) David Adelman and Timothy Armstrong; and (v) George N. Mattson, the Company’s Chief Executive Officer.

As of the Record Date, the Lenders collectively were entitled to vote approximately 84.7% of the shares of Common Stock entitled to vote at the Special Meeting (of which any shares above 29.9% held by Delta will be neutral shares with respect to voting rights as described above). The shares of Common Stock held by the Lenders will be voted on the Proposals to the extent their voting rights are not otherwise limited as expressly described elsewhere in this Proxy Statement. Although there is no voting agreement in place as among the Lenders, we expect them to vote in favor of the Proposals.

In addition to completing the Transaction, the Board believes it is in the best interests of the Company and its stockholders to increase the number of authorized shares of Common Stock in order to give the Company greater flexibility in considering and planning for future general corporate needs, including, but not limited to, the offer and sale of Common Stock in one or more public offerings or private

PROPOSAL NO. 1—AMENDMENT AND RESTATEMENT OF THE CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK (continued)

placements, the grant of Common Stock or warrants, options or other convertible securities in one or more strategic transactions, stock dividends, grants under equity compensation plans, stock splits and other general corporate transactions. The Board believes that additional authorized shares of Common Stock will enable the Company to take timely advantage of market conditions and favorable financing and other opportunities that may become available to the Company. The authorized but unissued shares will only be issued at the direction of the Board, and if required by applicable law or regulation of the NYSE, upon receipt of separate stockholder approval or in reliance on an exception to any such requirement.

Further, as previously disclosed, absent the ability of the Company to obtain additional financing in connection with the Transaction, the Company concluded that there was substantial doubt about its ability to continue as a going concern for any meaningful period of time. The consummation of the Transaction, which required the issuance of the Initial Issuance Common Stock and prospective issuance of Deferred Issuance Common Stock to the Lenders, has allowed the Company to continue its operations. Further, if stockholders do not approve the Increased Authorized Common Stock Amendment, this will restrict the Company’s ability to issue the Deferred Issuance Common Stock to the Lenders in connection with the Transaction. If the Company does not issue the Deferred Issuance Common Stock by December 31, 2023, it will be in breach of the Investor Rights Agreement and if not issued by January 18, 2024, the interest rate on the existing term loan borrowings under the Credit Facility will be increased from 10% per annum to 20% per annum for so long as such Deferred Issuance Common Stock remains unissued. Accordingly, the Board believes that approving the Increased Authorized Common Stock Amendment and in turn, providing the Company with the ability to issue the Deferred Issuance Common Stock to the Lenders, is in the best interests of the Company and its stockholders.

Any newly authorized shares of Common Stock will be identical to the shares of Common Stock now authorized and outstanding. The amendment to the Certificate of Incorporation will not affect the rights of current holders of Common Stock, none of whom have preemptive or similar rights to acquire the newly authorized shares.

If stockholders approve the Increased Authorized Common Stock Amendment, we will issue the Deferred Issuance Common Stock after such approval in accordance with the terms of the Investor Rights Agreement. Therefore, adoption of the Increased Authorized Common Stock Amendment will have an immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing stockholders, as it will result in the Lenders (including any additional lender under the credit agreement for the Credit Facility that executes a joinder to the Investor Rights Agreement) collectively owning approximately 95% of the Company’s Common Stock as of September 15, 2023, on a fully diluted basis after giving effect to such issuances. In addition, any future issuance of additional authorized shares of our Common Stock, at the future direction of the Board (and generally without the requirement of stockholder approval, unless specifically required by applicable law or NYSE regulation) may, among other things, dilute the earnings per share of Common Stock and the equity and voting rights of those holding Common Stock at the time such additional shares are issued.

In addition to the general corporate purposes mentioned above, and as further described below, an increase in the number of authorized shares of Common Stock that may be issued under the Company’s Certificate of Incorporation may make it more difficult to, or discourage an attempt to, obtain control of the Company by means of a takeover bid that the Board determines is not in the best interest of the Company and its stockholders. However, the Board does not intend or view the proposed increase in the number of authorized shares of Common Stock as an anti-takeover measure.

If the Increased Authorized Common Stock Amendment is adopted, it will become effective upon the filing of an amended and restated Certificate of Incorporation with the Delaware Secretary of States reflecting the changes marked in Section 4.1(a) of the Proposed Amended and Restated Certificate of Incorporation attached as Appendix A to this Proxy Statement. If our stockholders approve any or all of Proposal 1, Proposal 2, or Proposal 3, the amended and restated Certificate of Incorporation we will file will also include the Immaterial Changes (as defined below). If our stockholders do not approve the Increased Authorized Common Stock Amendment, Section 4.1(a) of the Certificate of Incorporation will remain unchanged.

PROPOSAL NO. 1—AMENDMENT AND RESTATEMENT OF THE CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK (continued)

The Increased Authorized Common Stock Amendment and Restatement will not change the number of authorized shares of preferred stock under the Certificate of Incorporation. Likewise, the Increased Authorized Common Stock Amendment will not impact the ability of the Company to issue preferred stock in the future.

The Company has not historically paid dividends to stockholders. Although the Board reserves the right to change the Company’s dividend policy in the future, the Board does not currently anticipate that the Increased Authorized Common Stock Amendment, if implemented by the Board, in its discretion, will result in a change to the Company’s dividend policy.

Under Delaware law and the Company’s Certificate of Incorporation, holders of Common Stock will not be entitled to dissenter’s rights or appraisal rights with respect to the Increased Authorized Common Stock Amendment.

The affirmative vote of at least two-thirds of the voting power of all outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to approve this Proposal No. 1. Any abstentions or broker non-votes, or failing to vote by ballot at the Special Meeting or proxy, will count as a vote against Proposal No. 1.

The Proposed Amended and Restated Certificate of Incorporation included as Appendix A to this Proxy Statement also reflects certain immaterial changes to streamline and modernize the Certificate of Incorporation (the “Immaterial Changes”). These changes, which do not substantively affect stockholder rights, include (i) the removal of provisions related to the reverse stock split that became effective on June 7, 2023, and (ii) the update of provisions that reference to the Company’s Original Certificate of Incorporation and first annual meeting of stockholders. All changes set forth in the Proposed Amended and Restated Certificate of Incorporation included as Appendix A to this Proxy Statement other than changes in the following provisions are Immaterial Changes: (a) Paragraph (c) of Article IV, Section 4.1, (b) Article VII, Section 7.3, (c) Article IX, and (d) Article XIII.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE INCREASED AUTHORIZED COMMON STOCK AMENDMENT.

On September 19, 2023, the Board voted to approve and to recommend to our stockholders that they approve at the Special Meeting, an amendment and restatement of the Certificate of Incorporation to permit the Company’s stockholders to take action by written consent without the calling of a meeting of the Company’s Stockholders (the “Written Consent Amendment”). If approved by the stockholders at the Special Meeting, the Company would adopt Proposal No. 2 by causing the filing of an amended and restated Certificate of Incorporation reflecting the Written Consent Amendment with the Delaware Secretary of State.

Appendix A to this Proxy Statement contains the Proposed Amended and Restated Certificate of Incorporation with changes marked to reflect the successful approvals of the Proposals. The changes marked in Section 7.3 in the Proposed Amended and Restated Certificate of Incorporation in Appendix A to this Proxy Statement reflect the Written Consent Amendment.

Currently, under Section 7.3 of Article VII of the Certificate of Incorporation, our stockholders are not authorized to take action by written consent. We believe that permitting our stockholders to act by written consent without calling a meeting of the Company’s stockholders would provide the Lenders, who own a majority of the Common Stock and control a majority of the Board of Directors, a more efficient (and less costly for the Company) means to vote on permitted matters. If Proposal No. 2 is approved, future actions approved by the holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted will not require the Company to expend the time and resources required to hold a special meeting of stockholders.

If approved by our stockholders at the Special Meeting, the Written Consent Amendment as described in this Proposal No. 2 will become effective immediately upon filing of an amended and restated Certificate of Incorporation with the Delaware Secretary of State reflecting the changes marked in Section 7.3 of the Proposed Amended and Restated Certificate of Incorporation attached as Appendix A to this Proxy Statement. If our stockholders approve any or all of Proposal 1, Proposal 2, or Proposal 3, the amended and restated Certificate of Incorporation we will file will also include the Immaterial Changes. If our stockholders do not approve the Written Consent Amendment, Section 7.3 of the Certificate of Incorporation will remain unchanged.

Approval of this Proposal No. 2 would create an inconsistency between the provisions related to stockholders taking action by written consent in the amendment to the Certificate of Incorporation and the By-Laws. If the Written Consent Amendment is approved by our stockholders and we file an amended and restated Certificate of Incorporation with the Delaware Secretary of State, the Board intends to adopt corresponding amendments to, among others, Section 2.9 of our By-Laws, which amendments would refer to the ability of our stockholders to take actions by written consent. Pursuant to Article VI of the Certificate of Incorporation and Section 10.14 of our By-Laws, the affirmative vote of a majority of the Board is required to amend our By-Laws and stockholder approval is not required. We are not requesting that our stockholders approve any changes to our By-Laws.

The affirmative vote of at least two-thirds of the voting power of all outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to approve this Proposal No. 2. Any abstentions or broker non-votes, or failing to vote by ballot at the Special Meeting or proxy, will count as a vote against Proposal No. 2.

The Proposed Amended and Restated Certificate of Incorporation included as Appendix A to this Proxy Statement also reflects certain immaterial changes to streamline and modernize the Certificate of Incorporation. These changes, which do not substantively affect stockholder rights, include (i) the removal of provisions related to the reverse stock split that became effective on June 7, 2023, and (ii) the update of provisions that reference to the Company’s Original Certificate of Incorporation and first annual meeting of stockholders. All changes set forth in the Proposed Amended and Restated Certificate of Incorporation included as Appendix A to this Proxy Statement other than changes in the following provisions are Immaterial Changes: (a) Paragraph (c) of Article IV, Section 4.1, (b) Article VII, Section 7.3, (c) Article IX, and (d) Article XIII.

PROPOSAL NO. 2—AMENDMENT AND RESTATEMENT OF THE CERTIFICATE OF INCORPORATION TO PERMIT STOCKHOLDERS TO ACT BY WRITTEN CONSENT (continued)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT AND RESTATEMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO PERMIT OUR STOCKHOLDERS TO ACT BY WRITTEN CONSENT WITHOUT CALLING A MEETING OF OUR STOCKHOLDERS.

On September 19, 2023, the Board voted to approve and to recommend to our stockholders that they approve at the Special Meeting, an amendment and restatement of the Company’s Certificate of Incorporation to remove the Supermajority Vote requirement to alter, amend or repeal Article IV, Article V, Article VI, Article VII, Article VIII, Article XI or Article XII of the Certificate of Incorporation (the “Supermajority Vote Removal Amendment”). If approved by the stockholders at the Special Meeting, the Company would adopt Proposal No. 3 by causing the filing of an amended and restated Certificate of Incorporation reflecting the Supermajority Vote Removal Amendment with the Delaware Secretary of State.

Appendix A to this Proxy Statement contains the Proposed Amended and Restated Certificate of Incorporation with changes marked to reflect the successful approvals of the Proposals. The changes marked in Article XI in the Proposed Amended and Restated Certificate of Incorporation in Appendix A to this Proxy Statement reflect the Supermajority Vote Removal Amendment.

A Supermajority Vote requirement is intended to facilitate corporate governance stability by requiring broad stockholder consensus to effect certain changes, protecting against self-interested action by large stockholders and encouraging potential acquirers to negotiate directly with the board. Although our Board determined that maintaining the Supermajority Vote requirement to alter, amend or repeal Article IV, Article V, Article VI, Article VII, Article VIII, Article XI or Article XII of the Certificate of Incorporation was in the best interests of the Company and its stockholders in the past, corporate governance standards have evolved. Many investors and commentators now view the Supermajority Vote requirement as limiting a board of directors’ accountability to stockholders and the ability of stockholders to effectively participate in corporate governance. After weighing these factors, the Board determined that removing the Supermajority Vote requirement to alter, amend or repeal Article IV, Article V, Article VI, Article VII, Article VIII, Article XI or Article XII of the Certificate of Incorporation would be in the best interests of the Company and its stockholders.

If approved by our stockholders at the Special Meeting, the Supermajority Vote Removal Amendment as described in this Proposal No. 3 will become effective immediately upon filing of an amended and restated Certificate of Incorporation with the Delaware Secretary of State reflecting the changes marked in Article XI of the Proposed Amended and Restated Certificate attached as Appendix A to this Proxy Statement. If our stockholders approve any or all of Proposal 1, Proposal 2, or Proposal 3, the amended and restated Certificate of Incorporation we will file will also include the Immaterial Changes. If our stockholders do not approve the Supermajority Vote Removal Amendment, Article XI of the Amended Certificate of Incorporation will remain unchanged.

The affirmative vote of at least two-thirds of the voting power of all outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to approve this Proposal No. 3. Any abstentions or broker non-votes, or failing to vote by ballot at the Special Meeting or proxy, will count as a vote against Proposal No. 3.

The Proposed Amended and Restated Certificate of Incorporation included as Appendix A to this Proxy Statement also reflects certain immaterial changes to streamline and modernize the Certificate of Incorporation. These changes, which do not substantively affect stockholder rights, include (i) the removal of provisions related to the reverse stock split that became effective on June 7, 2023, and (ii) the update of provisions that reference to the Company’s Original Certificate of Incorporation and first annual meeting of stockholders. All changes set forth in the Proposed Amended and Restated Certificate of Incorporation included as Appendix A to this Proxy Statement other than changes in the following provisions are Immaterial Changes: (a) Paragraph (c) of Article IV, Section 4.1, (b) Article VII, Section 7.3, (c) Article IX, and (d) Article XIII.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTE REQUIREMENTS.

On September 19, 2023, the Board voted to approve and to recommend to our stockholders that they approve at the Special Meeting, an amendment and restatement of the Company’s Certificate of Incorporation to approve the amendment and restatement of the Company’s Certificate of Incorporation to replace the first three references to “Article XIII” with “Certificate of Incorporation” in Article XIII of the Company’s Certificate of Incorporation, the effect of which amendment will clarify that if any provision or provisions of the Certificate of Incorporation shall be held to be invalid, illegal or unenforceable, the remaining provisions of the Certificate of Incorporation will not be affected or impaired thereby (the “Article XIII Amendment”). If approved by the stockholders at the Special Meeting, the Company would adopt Proposal No. 4 by causing the filing of an amended and restated Certificate of Incorporation reflecting the Article XIII Amendment with the Delaware Secretary of State.

Appendix A to this Proxy Statement contains the Proposed Amended and Restated Certificate of Incorporation with changes marked to reflect the successful approvals of the Proposals. The changes marked in Article XIII in the Proposed Amended and Restated Certificate of Incorporation in Appendix A to this Proxy Statement reflect the Article XIII Amendment.

Currently, Article XIII of the Certificate of Incorporation details the effects of an invalid, illegal or unenforceable provision of the Certification of Incorporation and references “Article XIII” instead of “Certificate of Incorporation” in the first three instances of the reference to Article XIII. We believe that this was a scrivener’s error and that such references to “Article XIII” were intended to be references to the “Certificate of Incorporation.” We believe that this Article XIII Amendment will clarify that if any provision or provisions of the Certificate of Incorporation shall be held to be invalid, illegal or unenforceable, the remaining provisions of the Certificate of Incorporation will not be affected or impaired thereby.

If approved by our stockholders at the Special Meeting, the Article XIII Amendment as described in this Proposal No. 4 will become effective immediately upon filing of an amended and restated Certificate of Incorporation with the Delaware Secretary of State reflecting the changes marked in Article XIII of the Proposed Amended and Restated Certificate of Incorporation attached as Appendix A to this Proxy Statement. If our stockholders approve any or all of Proposal 1, Proposal 2, or Proposal 3, the amended and restated Certificate of Incorporation we will file will also include the Immaterial Changes. If our stockholders do not approve the Article XIII Amendment, Article XIII of the Certificate of Incorporation will remain unchanged.

The affirmative vote of a majority of all outstanding shares entitled to vote thereon is required to approve this Proposal No. 4. Any abstentions or broker non-votes, or failing to vote by ballot at the Special Meeting or proxy, will count as a vote against Proposal No. 4.

The Proposed Amended and Restated Certificate of Incorporation included as Appendix A to this Proxy Statement also reflects certain immaterial changes to streamline and modernize the Certificate of Incorporation. These changes, which do not substantively affect stockholder rights, include (i) the removal of provisions related to the reverse stock split that became effective on June 7, 2023, and (ii) the update of provisions that reference to the Company’s Original Certificate of Incorporation and first annual meeting of stockholders. All changes set forth in the Proposed Amended and Restated Certificate of Incorporation included as Appendix A to this Proxy Statement other than changes in the following provisions are Immaterial Changes: (a) Paragraph (c) of Article IV, Section 4.1, (b) Article VII, Section 7.3, (c) Article IX, and (d) Article XIII.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT AND RESTATEMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO REPLACE CERTAIN REFERENCES TO “ARTICLE XIII” WITH “CERTIFICATE OF INCORPORATION” IN ARTICLE XIII OF THE COMPANY’S CERTIFICATE OF INCORPORATION.

The following table sets forth information known to us regarding beneficial ownership of our Common Stock as of the Record Date by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership percentages set forth in the table below are based on 166,805,874 shares of our Common Stock issued and outstanding (excluding any treasury stock) as of the Record Date. The following table excludes 1,252,149 shares of our Common Stock issuable upon the exercise of our public warrants (the “Public Warrants”) and the private placement warrants (the “Private Placements”) as of the Record Date. Unless otherwise indicated, Wheels Up believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

The SEC has adopted rules that permit companies and intermediaries (e.g., Brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

We do not “household” for any of our stockholders of record. However, Brokers with account holders who are Wheels Up stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your Broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your Broker or the Company that you no longer wish to participate in “householding.”

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Proxy Statement, you may (1) notify your Broker or (2) direct your written request to: 601 West 26th Street, Suite 900, New York, New York 10001. Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request “householding” of their communications should contact their Broker or request from the Company at (212) 257-5252. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of our proxy materials to a stockholder at a shared address to which a single copy of the documents was delivered.

As of the date of this Proxy Statement, the Board does not intend to present any matters other than those described herein at the Special Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the Special Meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in the discretion of the proxy holder.

ARTICLE I

NAME

The name of the cCorporation is Wheels Up Experience Inc. (the “Corporation”).

ARTICLE II

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”). DGCL. In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

ARTICLE III

REGISTERED AGENT; SOLE INCORPORATOR

The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware, 19808, and the name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE IV

CAPITALIZATION

Section 4.1 Authorized Capital Stock.

Section 4.2 Preferred Stock. The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.

Section 4.3 Class A Common Stock.

Section 4.4 Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Certificate of Incorporation, as it may be further amended from time to time, or the By-Laws of the Corporation (as amended from time to time in accordance with the provisions hereof and thereof, the “By-Laws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL and this Certificate of Incorporation.

Section 5.2 Number, Election and Term.

Subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. The Board is hereby expressly authorized, by resolution or resolutions thereof, to assign members of the Board already in office to the aforesaid classes at the time this Certificate of Incorporation (and therefore such classification) becomes effective in accordance with the DGCL

Section 5.3 Newly Created Directorships and Vacancies. Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or any other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Section 5.4 Removal. Subject to Section 5.5 hereof and except as otherwise required by law, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of at least two-thirds of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 5.5 Preferred Stock - Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Certificate of Incorporation (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

ARTICLE VI

BY-LAWS

In furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power and is expressly authorized to adopt, amend, alter or repeal the By-Laws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the By-Laws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate of Incorporation. The By-Laws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation (including any Preferred Stock Designation), the affirmative vote of the holders of at least two-thirds of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the By-Laws; and provided further, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such By-Laws had not been adopted.

ARTICLE VII

SPECIAL MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT

Section 7.1 Special Meetings. Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairperson of the Board, the Chief Executive Officer of the Corporation, or the Board pursuant to a resolution adopted by a majority of the Board, in each case, in accordance with the By-Laws, and may not be called by any other person or persons. The ability of the stockholders of the Corporation to call a special meeting is hereby specifically denied.

Section 7.2 Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-Laws. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes identified in the notice of meeting (or any supplement thereto).

Section 7.3 Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of

ARTICLE VIII

LIMITED LIABILITY; INDEMNIFICATION

Section 8.1 Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Section 8.2 Indemnification and Advancement of Expenses. To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees and agents of this Corporation (and any other persons to which applicable law permits the Corporation to provide indemnification) through the By-Laws, agreements with such persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by applicable law. If applicable law is amended after approval by the stockholders of this Article VIII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director to the Corporation shall be eliminated or limited to the fullest extent permitted by applicable law as so amended. Any amendment, alteration or repeal of this Article VIII that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

ARTICLE IX

CORPORATE OPPORTUNITY

Section 9.1 To the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Certificate of Incorporation or in the future, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of the Corporation and (i) such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and (ii) the director or officer is permitted to refer that opportunity to the Corporation without violating any legal obligation.

Section 9.2 Neither the alteration, amendment, addition to or repeal of this Article IX, nor the adoption of any provision of this Certificate of Incorporation (including any Preferred Stock Designation) inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article IX, would accrue or arise, prior to such alteration, amendment, addition, repeal or adoption. This Article IX shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Certificate of Incorporation, the By-Laws or applicable law.

ARTICLE X

RESTRICTIONS ON OWNERSHIP

Section 10.1 Citizenship. At no time shall more than 25% of the voting interest of the Corporation be owned or controlled by persons who are not “citizens of the United States” (as such term is defined in Title 49, United States Code, Section 40102 and administrative interpretations thereof issued by the Department of Transportation or its predecessor or successors, or as the same may be from time to time amended) (“Non-Citizens”). In the event that Non-Citizens shall own (beneficially or of record) or have voting control over any shares of capital stock of the Corporation, the voting rights of such persons shall be subject to automatic suspension to the extent required to ensure that the Corporation remains a “citizen of the United States,” as defined immediately above. The By-Laws shall contain provisions to implement this Article X, including, without limitation, provisions restricting or prohibiting transfer of shares of voting

stock to Non-Citizens and provisions restricting or removing voting rights as to shares of voting stock owned or controlled by Non-Citizens. Any determination as to ownership, control or citizenship made by the Board of Directors shall be conclusive and binding as between the Corporation and any stockholder for purposes of this Article X.

Section 10.2 Legend. Each certificate, notice or other representative document for capital stock of the Corporation with voting rights (including each such certificate, notice or representative document for capital stock issued upon any permitted transfer of capital stock) shall contain a legend in substantially the following form:

“THE SECURITIES OF WHEELS UP EXPERIENCE INC. REPRESENTED BY THIS CERTIFICATE, NOTICE OR DOCUMENT ARE SUBJECT TO VOTING RESTRICTIONS WITH RESPECT TO CERTAIN SECURITIES HELD BY PERSONS OR ENTITIES THAT FAIL TO QUALIFY AS “CITIZENS OF THE UNITED STATES” AS THE TERM IS DEFINED USED IN SECTION 40102(A)(15) OF TITLE 49 OF THE UNITED STATES CODE, AS AMENDED, IN ANY SIMILAR LEGISLATION OF THE UNITED STATES ENACTED IN SUBSTITUTION OR REPLACEMENT THEREFOR, AND AS INTERPRETED BY THE DEPARTMENT OF TRANSPORTATION, ITS PREDECESSORS AND SUCCESSORS, FROM TIME TO TIME. SUCH VOTING RESTRICTIONS ARE CONTAINED IN THE CERTIFICATE OF INCORPORATION AND THE BY-LAWS OF WHEELS UP EXPERIENCE INC., AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME. A COMPLETE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION AND THE BY-LAWS SHALL BE FURNISHED FREE OF CHARGE TO THE HOLDER OF THE SECURITIES REPRESENTED HEREBY UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

ARTICLE XI

AMENDMENTS

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL; and, except as set forth in Article VIII, all rights, preferences and privileges of whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article XI. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Corporation required by law or by this Certificate of Incorporation or any Preferred Stock Designation filed with respect to a series of Preferred Stock, the affirmative vote of the stockholders holding at least two-thirds of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal Article IV, Article V, Article VI, Article VII, Article VIII, Article XI or Article XII.

ARTICLE XII

EXCLUSIVE FORUM FOR CERTAIN LAWSUITS

Section 12.1 Forum (General). Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the By-Laws, (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, or (v) any action asserting an “internal corporate claim” as such term is defined in Section 115 of the DGCL. For the avoidance of doubt, this Section 12.1 shall not apply to any action or proceeding asserting a claim under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Section 12.2 Forum (Securities Act). Unless the Corporation consents in writing to the selection of an alternative forum, the Federal District Courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933 as amended, against the Corporation, or its directors, officers or employees or with respect to the offer or sale of securities of the Corporation.

Section 12.3 Consent to Jurisdiction. If any action the subject matter of which is within the scope of Section 12.1 above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 12.1 above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

ARTICLE XIII

SEVERABILITY

If any provision or provisions of this Article XIIICertificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XIIICertificate of Incorporation (including, without limitation, each portion of any sentence of this Article XIIICertificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIII.

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