☐ |
Rule 13d-1(b)
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☒ |
Rule 13d-1(c)
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☐ |
Rule 13d-1(d)
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* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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CUSIP NO. 03945R102
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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United Airlines Holdings, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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9,076,047 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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9,076,047 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,076,047 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.7% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO, HC
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(1) |
This amount includes 2,358,682 Shares obtainable upon exercise of Warrants, and excludes 5,896,705 shares underlying Warrants that are not yet exercisable.
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(2) |
This percentage is based on an aggregate 159,350,642 Securities outstanding, which is the sum of (i) 156,991,960 Shares outstanding as of September 16, 2021,
according to the current report on Form 8-K filed by the Issuer on September 22, 2021, plus (ii) 2,358,682 Shares issuable upon exercise of the Warrants held by the Reporting Persons, which have been added to the total Securities
outstanding pursuant to Rule 13d-3(d)(3) under the Act.
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CUSIP NO. 03945R102
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
|
|
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||
United Airlines, Inc.
|
|
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|||
|
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
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|
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3
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SEC USE ONLY
|
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||
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|||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
9,076,047 (1)
|
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|||
|
|
||||
7
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SOLE DISPOSITIVE POWER
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0
|
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|||
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||||
8
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SHARED DISPOSITIVE POWER
|
|
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||
9,076,047 (1)
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|||
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|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,076,047 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.7% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO, HC
|
|
|
|||
|
|
(1) |
This amount includes 2,358,682 Shares obtainable upon exercise of Warrants, and excludes 5,896,705 shares underlying Warrants that are not yet exercisable.
|
(2) |
This percentage is based on an aggregate 159,350,642 Securities outstanding, which is the sum of (i) 156,991,960 Shares outstanding as of September 16, 2021,
according to the current report on Form 8-K filed by the Issuer on September 22, 2021, plus (ii) 2,358,682 Shares issuable upon exercise of the Warrants held by the Reporting Persons, which have been added to the total Securities
outstanding pursuant to Rule 13d-3(d)(3) under the Act.
|
CUSIP NO. 03945R102
|
Page 4 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
|
|
|
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United Airlines Ventures, Ltd.
|
|
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|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
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|
||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Cayman Islands
|
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|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
9,076,047 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
9,076,047 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,076,047 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.7% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
This amount includes 2,358,682 Shares obtainable upon exercise of Warrants, and excludes 5,896,705 shares underlying Warrants that are not yet exercisable.
|
(2) |
This percentage is based on an aggregate 159,350,642 Securities outstanding, which is the sum of (i) 156,991,960 Shares outstanding as of September 16, 2021,
according to the current report on Form 8-K filed by the Issuer on September 22, 2021, plus (ii) 2,358,682 Shares issuable upon exercise of the Warrants held by the Reporting Persons, which have been added to the total Securities
outstanding pursuant to Rule 13d-3(d)(3) under the Act.
|
CUSIP NO. 03945R102
|
Page 5 of 8 Pages
|
Item 1(a). |
Name of issuer:
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Item 1(b). |
Address of issuer’s principal executive offices:
|
Item 2(a). |
Names of persons filing:
|
Item 2(b). |
Address or principal business office or, if none, residence of each Reporting Person:
|
Item 2(c). |
Citizenship:
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Item 2(d). |
Title of class of securities:
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Item 2(e). |
CUSIP number:
|
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Item 4. |
Ownership:
|
Item 5. |
Ownership of five percent or less of a class:
|
Item 6. |
Ownership of more than five percent on behalf of another person:
|
CUSIP NO. 03945R102
|
Page 6 of 8 Pages
|
Item 7. |
Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control
person:
|
Item 8. |
Identification and classification of members of the group:
|
Item 9. |
Notice of dissolution of group:
|
Item 10. |
Certifications:
|
CUSIP NO. 03945R102
|
Page 7 of 8 Pages
|
United Airlines Holdings, Inc.
|
||
By:
|
/s/ Gerald Laderman
|
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Name: Gerald Laderman
|
||
Title: Executive Vice President and Chief Financial Officer
|
United Airlines, Inc.
|
||
By:
|
/s/ Gerald Laderman
|
|
Name: Gerald Laderman
|
||
Title: Executive Vice President and Chief Financial Officer
|
||
United Airlines Ventures, Ltd.
|
||
By:
|
/s/ Michael Leskinen
|
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Name: Michael Leskinen
|
||
Title: President
|
CUSIP NO. 03945R102
|
Page 8 of 8 Pages
|
Exhibit No.
|
Exhibit
|
Joint Filing Agreement
|