1-for-10 Reverse Stock Split for Common
Stock
Expected to Begin Trading on Reverse Split-Adjusted
Basis on June 8, 2023
NEW
YORK, June 1, 2023 /PRNewswire/ -- Wheels Up
Experience (NYSE: UP) ("Wheels Up" or the "Company") is announcing
that following stockholder approval on May
31, 2023, the Company's Board of Directors approved a
reverse stock split (the "Reverse Stock Split") of Wheels Up's
Class A common stock, par value $0.0001 per share ("Common Stock"), at a ratio of
1-for-10 (the "Reverse Stock Split Ratio"). The Reverse Stock Split
is expected to become effective immediately after the close of
trading on The New York Stock Exchange (the "NYSE") on June 7, 2023 (the "Effective Time") and Wheels
Up's Common Stock will begin trading on the NYSE on a reverse
split-adjusted basis on June 8, 2023
under the ticker symbol "UP".
Following the Reverse Stock Split, the Company's Common Stock
will have a new CUSIP number (96328L205) and ISIN number
(US96328L2051). Wheels Up's publicly-traded warrants will
continue to be traded on the NYSE under the symbol "UP WS" and the
CUSIP and ISIN numbers for the publicly-traded warrants will not
change.
When the Reverse Stock Split is effective, every 10 shares
of Common Stock issued and outstanding or held as treasury stock as
of the Effective Time will be automatically combined and
reclassified into one share of Common Stock. The total number of
shares of Common Stock authorized for issuance under the Company's
Certificate of Incorporation will be reduced by a corresponding
ratio from 2.5 billion shares to 250 million shares. The
par value per share of Common Stock and number of shares of
preferred stock authorized under the Company's Certificate of
Incorporation will not change.
The Company does not plan to issue fractional shares in
connection with the Reverse Stock Split. Stockholders who would
otherwise hold fractional shares because the number of shares of
Common Stock they hold before the Reverse Stock Split is not evenly
divisible by the Reverse Stock Split Ratio will be entitled to
receive cash (without interest, and subject to any required tax
withholding applicable to a holder) in lieu of such fractional
shares. Fractional shares will be cashed-out at a price equal to
the closing trading price per share of Common Stock as reported on
the NYSE at the close of the trading day on June 7, 2023,
as adjusted for the Reverse Stock Split, multiplied by the
applicable fraction of a share.
As a result of the Reverse Stock Split, equitable adjustments
corresponding to the Reverse Stock Split Ratio will be made to the
number of shares of Common Stock underlying Wheels Up's
outstanding equity awards and the number of shares issuable under
Wheels Up's equity incentive plans, as well as any exercise
prices, hurdle amounts or market-based vesting conditions of such
equity awards, as applicable. In addition, equitable adjustments
corresponding to the Reverse Stock Split Ratio will be made to
Wheels Up's outstanding publicly-traded and private warrants,
resulting in each warrant becoming exercisable for 1/10th of a
share of Common Stock at an exercise price of $115.00 per whole share of Common Stock and the
stated redemption prices per warrant being proportionately reduced.
Holders of warrants and equity awards will not be entitled to
receive cash or other consideration for any fractional shares upon
exercise of warrants or upon settlement or exchange of equity
awards.
Continental Stock Transfer & Trust Company ("Continental")
is acting as transfer and exchange agent for the Reverse Stock
Split. Registered stockholders who hold shares of Common Stock in
uncertificated form are not required to take any action to receive
post-reverse split shares and holders of certificated shares will
receive instructions from the Continental. Stockholders owning
shares through an account at a brokerage firm, bank, dealer,
custodian or other similar organization acting as nominee will have
their positions automatically adjusted to reflect the Reverse Stock
Split, subject to such broker's particular processes, and will not
be required to take any action in connection with the Reverse Stock
Split.
Additional information about the Reverse Stock Split can be
found in Wheels Up's definitive proxy statement filed with the
U.S. Securities and Exchange Commission (the "SEC") on
April 19, 2023, which is available free of charge at the
SEC's website, www.sec.gov, and on Wheels Up's Investor
Relations website at investors.wheelsup.com.
About Wheels Up
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, aircraft management services
and whole aircraft sales — as well as unique commercial travel
benefits through a strategic partnership with Delta Air Lines. The
Wheels Up Services brands also offer freight, safety and
security solutions and managed services to individuals, industry,
government and civil organizations.
Wheels Up is guided by the mission to connect flyers to
private aircraft—and one another—and deliver exceptional,
personalized experiences. Powered by a global private aviation
marketplace connecting its base of more than 12,000 members and
customers to a network of more than 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, members and customers have the digital
convenience to search, book and fly.
To learn more about Wheels Up, go to Wheelsup.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain "forward-looking statements"
within the meaning of the federal securities laws. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to known and unknown
risks, uncertainties, assumptions and other important factors, many
of which are outside of the control of Wheels Up that could
cause actual results to differ materially from the results
discussed in the forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding
the expectations, hopes, beliefs, intentions or strategies of
Wheels Up regarding the future, including, without limitation,
statements regarding: (i) the impact of the Reverse
Stock Split on the trading market for the Company's Common Stock
and the Company's warrants, including the trading price, liquidity,
trading volume, volatility and marketability of the Common Stock
and the Company's warrants after the Reverse Stock Split;
(ii) public perception of the Reverse Stock Split in light of
the history of reverse stock splits for other companies and the
potential impacts on the trading market or price of the Common
Stock and the Company's warrants; (iii) the likelihood that
the Reverse Stock Split will result in any permanent increase in
the trading price per share of Common Stock or price per warrant;
and (iv) whether or not the Reverse Stock Split will cure any
deficiency under, and allow the Company to regain compliance with,
Section 802.01C of the NYSE Listed Company Manual. The words
"anticipate," "believe," continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "strive," "would" and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that statement is not
forward-looking. These forward-looking statements are subject to a
number of risks, uncertainties and assumptions that could cause
actual events and results to differ materially from those contained
in such forward-looking statements. Factors that could cause actual
results to differ materially from those expressed or implied in
forward-looking statements can be found in Wheels Up's Annual
Report on Form 10-K for the year ended December 31, 2022 filed
with the SEC on March 31, 2023 and Wheels Up's other
filings with the SEC. Moreover, Wheels Up operates in a very
competitive and rapidly changing environment. New risks and
uncertainties arise from time to time, and it is impossible for us
to predict these events or how they may affect us. You are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made, and
Wheels Up undertakes no obligation to update or revise the
forward-looking statements, whether as a result of new information,
changes in expectations, future events or otherwise. Although
Wheels Up believes that the expectations reflected in the
forward-looking statements are reasonable, Wheels Up cannot
guarantee future results, levels of activity, performance or
achievements. Except as required by law, Wheels Up does not
intend to update any of these forward-looking statements after the
date of this press release or to conform these statements to actual
results or revised expectations.
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SOURCE Wheels Up
