Wheels Up Experience Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits
$UP
Transportation Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 22, 2025
(Exact name of registrant as specified in its charter)
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 22, 2025, Wheels Up Experience Inc. (the “Company”) received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it is no longer in compliance with Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”), which requires listed companies to maintain an average closing price per share of at least $1.00 over a 30 consecutive trading-day period. The Company has six months after receipt of the Notice (the “Cure Period”) to regain compliance with Section 802.01C, which requires that during the Cure Period the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), has a closing price of at least $1.00 on the last trading day of any month and an average closing price of at least $1.00 over the 30 trading-day period ending on such date. As of the date of this Current Report on Form 8-K (this “Current Report”), the Company is in compliance with all other NYSE continued listing standards.
On April 25, 2025, the Company notified the NYSE of its intent to cure the deficiency and regain compliance with Section 802.01C. On April 24, 2025, the Company filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (“SEC”) related to the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”). The Proxy Statement includes, among other things, a stockholder voting proposal to authorize the Company’s Board of Directors (the “Board”), in its discretion, to effect a reverse stock split of the Company’s outstanding shares of Common Stock prior to the Company’s 2026 annual meeting of stockholders at a reverse stock split ratio of not less than 1-for-5 and not greater than 1-for-20, with an exact ratio within that range as may be determined by the Board (the “Reverse Stock Split”). Unless the Company otherwise regains compliance with Section 802.01C, the Company expects to complete the Reverse Stock Split to cure the deficiency if it obtains stockholder approval of the Reverse Stock Split at the Annual Meeting. If the Company completes a Reverse Stock Split, it anticipates that it will regain compliance with Section 802.01C at such time that the trading price per share of Common Stock exceeds $1.00 per share and remains above that level for at least the 30 trading-day period thereafter. The Company also may consider various other available options to regain compliance with Section 802.01C.
The Notice has no immediate impact on the listing of the Common Stock on the NYSE. The Common Stock will continue to be listed and trade on the NYSE under the symbol “UP”, subject to the Company’s compliance with the other NYSE continued listing standards. The symbol for the Common Stock will have an added designation of “.BC” to indicate “below compliance” with the NYSE’s continued listing standards, which will be removed when the Company regains compliance. In addition, the Notice does not affect the Company’s reporting requirements under applicable law and the rules and regulations promulgated by the SEC or result in an event of default under any of the Company’s material debt agreements or other arrangements. There can be no assurance that the Company will be able to regain compliance with Section 802.01C or will not otherwise be delisted from the NYSE before receipt of stockholder approval of the Reverse Stock Split at the Annual Meeting, if at all, and/or the Company is able to complete the Reverse Stock Split, if at all.
Item 7.01 Regulation FD Disclosure.
On April 25, 2025, the Company issued a press release regarding the Notice. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
The information in Item 7.01 of this Current Report and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report and Exhibit 99.1 furnished herewith contain 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
the Company. These forward-looking statements include, but are not limited to, statements regarding: (i) the impact of the Notice on the Company’s business, results of operations, financial condition, and the trading prices and volatility of the Common Stock; (ii) the Company’s ability to cure compliance with Section 802.01C, including to obtain timely stockholder approval of the proposal authorizing the Board, in its discretion, to effect a Reverse Stock Split or any other action intended to cure compliance with Section 802.01C, or at all; (iii) the availability or success of other options that the Company may undertake that are intended to cure compliance with Section 802.01C; and (iv) the Company’s ability to maintain compliance with the other requirements of the NYSE’s continued listing standards . The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “future,” “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. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 11, 2025 and the Company’s other filings with the SEC from time to time. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company does not intend to update any of these forward-looking statements after the date of this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WHEELS UP EXPERIENCE INC. | |||||||||||
Date: April 25, 2025 | By: | /s/ George Mattson | |||||||||
| Name: | George Mattson | ||||||||||
| Title: | Chief Executive Officer | ||||||||||