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| CUSIP No. 96328L 205 |
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13D |
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Page
3
of 4 Pages |
Explanatory Note
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the Issuer’s Class A Common Stock and
amends and supplements the initial statement on Schedule 13D filed by the Reporting Person on September 27, 2023 (as so amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall
have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented by deleting the first paragraph of Item 3 and replacing it with the following:
“The responses of the Reporting Person to Items 2, 4, 5 and 6 of the Schedule 13D, as amended by this Amendment No. 1, are
incorporated into this Item 3 by reference.”
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the following to Schedule 13D:
Amendments to Credit Agreement and Investor Rights Agreement
On November 15, 2023, the Issuer entered into Amendment No. 1 to the Credit Agreement (the “Credit Agreement
Amendment”) primarily to reflect the addition of two new investors (the “Additional Investors”) collectively providing incremental term loan commitments of $40 million to the Issuer, therefore increasing the aggregate
principal amount of the five-year term loan facility under the Credit Agreement to $390 million. The Reporting Person’s commitments under the Credit Agreement remain unchanged.
In connection with the transactions contemplated by the Credit Agreement Amendment, the Issuer and the Investors entered into Amendment
No. 1 to the Investor Rights Agreement, dated as of November 15, 2023 (the “IRA Amendment”), primarily to provide for the issuance of shares of Class A Common Stock to the Additional Investors as consideration for the
transactions contemplated by the Credit Agreement Amendment.
The foregoing descriptions of the Credit Agreement Amendment and IRA
Amendment do not purport to be complete and are qualified in their entirety by reference to the Credit Agreement Amendment and IRA Amendment filed as Exhibit 4 and 5 to this Schedule 13D, respectively, which are incorporated by reference herein.
Shareholder Approval and Subsequent Issuance of Shares
On November 9, 2023, the Issuer held a special meeting of stockholders and obtained the Requisite Shareholder Approval to amend the
Issuer Charter Documents to, among other things, provide for an increase in the authorized Class A Common Stock as described in the Schedule 13D. On November 15, 2023, the Issuer issued to the Reporting Person an additional 65,868,736
shares of Class A Common Stock in accordance with the terms of the Investor Rights Agreement and IRA Amendment.
Item 5. Interest in Securities of
the Issuer.
Item 5(a) is hereby amended and restated as follows:
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“(a) |
The responses by the Reporting Person set forth in Rows 7 through 13 of the cover pages hereto and Items 2, 3,
4 and 6 of the Schedule 13D, as amended by this Amendment No. 1, are incorporated into this Item 5 by reference.” |
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and
supplemented by deleting the first paragraph of Item 6 and replacing it with the following:
“The responses of the Reporting Person
to Items 2, 3, 4, and 5 of the Schedule 13D, as amended by this Amendment No. 1, are incorporated into this Item 6 by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
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| Exhibit 4 |
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Amendment No. 1 to Credit Agreement, dated as of November
15, 2023, among Wheels Up Experience Inc., as Borrower, the subsidiaries of Wheels Up Experience Inc. party thereto, as guarantors, the Reporting Person, certain other lenders party thereto, and U.S. Bank Trust Company, N.A., as administrative agent and
collateral agent (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on November 16, 2023). |
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| Exhibit 5 |
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Amendment No. 1 to Investment and Investor Rights Agreement, dated as of November 15,
2023, by and between Wheels Up Experience
Inc., the Reporting Person, and the entities listed on Schedule A thereto (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on November 16, 2023).
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