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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): May 21, 2026
WHEELS UP EXPERIENCE INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-39541 |
98-1617611 |
| (State or other jurisdiction |
(Commission |
(I.R.S. Employer |
| of incorporation) |
File Number) |
Identification No.) |
| 2135 American Way |
|
| Chamblee, Georgia |
30341 |
| (Address of principal executive offices) |
(Zip Code) |
(212) 257-5252
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Class A common stock, $0.0001 par value per share |
|
UP |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
Delta Lock-Up Extension
On May 23, 2026 (the “Amendment
Date”), Wheels Up Experience Inc. (the “Company”) entered into Amendment No. 4 to Investment and Investor
Rights Agreement (the “Investor Rights Agreement Amendment”), with Delta Air Lines, Inc. (“Delta”) to amend
and extend certain transfer restrictions set forth in the Investment and Investor Rights Agreement, dated September 20, 2023,
by and among, the Company, Delta and each of CK Wheels LLC (“CK Wheels”), Cox Investment Holdings, LLC (“CIH” and, collectively with Delta and CK Wheels, the “Lead Lenders”),
Kore Air LLC, Pandora Select Partners, L.P., Whitebox GT Fund, LP, Whitebox Multi-Strategy Partners, L.P., and Whitebox
Relative Value Partners, L.P. (collectively with Delta, the “Investors”) (as amended by Amendment No. 1 thereto,
dated as of November 15, 2023, as further amended by Amendment No. 2 thereto, dated as of September 22, 2024,
as further amended by Amendment No. 3 thereto, dated as of September 21, 2025, as further amended by the Investor Rights Agreement Amendment
and collectively with the several joinders thereto, the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement
Amendment, Delta agreed to extend the lock-up restriction applicable to all of its shares of the Company’s Class A common stock,
$0.0001 par value per share (“Common Stock”), issued pursuant to the Investor Rights Agreement through May 22, 2027,
subject to limited exceptions for transfers to Permitted Transferees (as defined in the Investor Rights Agreement). As a result, approximately
35.6% of the Company’s outstanding shares of Common Stock as of the Amendment Date held by Delta will remain subject to a lock-up
restriction until May 22, 2027.
In addition, on the Amendment Date, each of
Delta and CIH extended the deadline by which the Company must file an initial shelf registration statement to register shares of
Common Stock issued under the Investor Rights Agreement to them under the Securities Act of 1933, as amended (the “Securities
Act”), to: (i) in the case of Delta, May 22, 2027 to align with the extended lock-up restriction described in the paragraph above; and (ii) in the case of CIH, the earlier of
May 22, 2027 and 20 business days following notice from CIH that it wishes to exercise its demand or piggyback
registration rights under the Registration Rights Agreement, dated as of September 20, 2023, to which each of Delta and CIH is a
party.
The foregoing description of the Investor Rights
Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to a copy thereof, which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.
Closing of $68 million Series B Revolving
Equipment Notes Facility
On May 21, 2026 (the “Closing
Date”), Wheels Up Partners LLC (“WUP LLC”), an indirect subsidiary of the Company, completed its previously
announced financing transaction arranged solely by Sankaty Jet Capital LLC, an affiliate of AIP Capital Partners LLC. The
Company first announced that WUP LLC had reached an agreement in principle for the Series B Revolving Equipment Notes Facility
(as defined below) in its first quarter 2026 earnings press release issued on May 11, 2026. Upon the closing of the Series B
Revolving Equipment Notes Facility on the Closing Date, the Company received cash net proceeds of approximately $64.3 million
after the payment of certain transaction-related expenses, which was funded to the Company’s balance sheet and is expected to be
used for general corporate and working capital purposes, including further scaling the Company’s premium Bombardier Challenger 300
and Embraer Phenom 300 series jet fleets.
Delta has provided credit support for the Revolving
Equipment Notes Facilities (as defined below), including the Series B Revolving Equipment Notes Facility, which effectively guarantees
WUP LLC’s payment obligations thereunder upon the occurrence and continuation of specified events of default, in exchange for
an annual fee as a percentage of the aggregate principal amounts drawn under the Revolving Equipment Notes Facilities that is payable-in-kind
by the Company as if it was an amount borrowed under the Revolving Credit Facility (as defined in the 2023 Credit Agreement (as defined herein)) over the respective commitment periods under the Revolving Equipment Notes Facilities.
The Series B Revolving Equipment
Notes Facility utilizes a similar enhanced equipment trust certificate (EETC) loan structure as the Company’s existing
$332.0 million Revolving Equipment Notes Facility (as defined in the Company’s Quarterly
Report on Form 10-Q for the three months ended March 31, 2026 filed with the U.S. Securities and Exchange
Commission (“SEC”) on May 11, 2026) (the “Series A Revolving Equipment Notes Facility” and,
together with the Series B Revolving Equipment Notes Facility, the “Revolving Equipment Notes Facilities”), under which
Bank of America, N.A. and PNC Capital Markets LLC are existing lenders as of the date of this Current Report on Form 8-K (this
“Current Report”). The Series B Revolving Equipment Notes Facility is in addition to the Series A Revolving Equipment
Notes Facility and, on the Closing Date, resulted in the maximum aggregate borrowing amount under the Revolving Equipment Notes
Facilities being increased to $400.0 million.
In connection with the closing of the Series
B Revolving Equipment Notes Facility, WUP LLC entered into a Note Purchase Agreement, dated as of the Closing Date (the
“Series B NPA”), with Wilmington Trust, National Association (“Wilmington Trust”), as
subordination agent and trustee, and Wheels Up Class B-1 Loan Trust 2024-1, a Delaware statutory trust (the
“Class B Trust”). The Series B NPA provides for the issuance from time to time by WUP LLC of
Series B-1 equipment notes (collectively, the “Series B Revolving Equipment Notes”) in the aggregate
principal amount not to exceed $68.0 million (the “Series B Commitment Amount” and, such facility, the
“Series B Revolving Equipment Notes Facility”), of which all $68.0 million aggregate principal amount of
Series B Revolving Equipment Notes were issued on the Closing Date.
Pursuant to the Series B NPA, any amounts
of principal repaid by WUP LLC on and from the Closing Date to November 23, 2027, the maturity date for the Series B Revolving
Equipment Notes Facility (the “Maturity Date”), due to the early redemption of Series B Revolving Equipment Notes related
to any Series B Collateral (as defined below) will not be subject to any prepayment premiums and will remain available to be
re-borrowed by WUP LLC for the financing of aircraft to be secured by such facility prior to the Maturity Date, subject to certain
conditions. On the Closing Date, the Series B Revolving Equipment Notes were purchased by the Class B Trust using $68.0 million
of proceeds from loans made by Wheels Up Class B-1 Pass Through LLC, the initial lender (the “Initial Lender”), to the Class B Trust
pursuant to a Class B Loan Agreement, dated as of the Closing Date (the “Loan Agreement”), by and among the Class B Trust,
the Initial Lender and each lender from time to time made party thereto, and Wilmington Trust, as facility agent and as security trustee
for the lenders thereunder.
Under the Series B NPA,
Series B Revolving Equipment Notes are issued from time to time pursuant to the Trust Indenture and Mortgage, dated
November 13, 2024, as amended by Amendment No. 1 to Trust Indenture and Mortgage, dated the Closing Date (the “Trust
Indenture Amendment” and, collectively with any supplements thereto, the “Trust Indenture”), between WUP LLC and
Wilmington Trust, as the mortgagee. The Trust Indenture also provides for the issuance of Series A-1 revolving equipment notes
(collectively, the “Series A Revolving Equipment Notes” and, together with the Series B Revolving Equipment Notes, the “Revolving Equipment Notes”) from time to time. The Series B Revolving
Equipment Notes were initially secured by second-priority liens on 42 of the Company’s owned aircraft, and in the future will
be secured either by (i) first-priority liens on any additional aircraft for which a Series B Revolving Equipment
Note is issued but no Series A Revolving Equipment Note has been issued or (ii) second-priority liens on any
additional aircraft for which both a Series A Revolving Equipment Note and Series B Revolving Equipment Note have been issued from time to time (collectively, the
“Series B Collateral”).
The Series B Commitment Amount bears interest
at 5.97% per annum from the Closing Date to the Maturity Date. Interest is payable in cash quarterly on each February 15, May 15,
August 15 and November 15 of each year, beginning on August 15, 2026, and on the Maturity Date, which is the same
interest payment schedule as for the Series A Revolving Equipment Notes. There is no amortization of principal associated with
the Series B Revolving Equipment Notes. In addition, on the Closing Date the Company established a cash liquidity reserve in
an amount equal to six months of interest charges on the Series B Commitment Amount, which is held by Wilmington Trust for the
benefit of the lenders under the Loan Agreement.
The maturity of the
Series B Revolving Equipment Notes may be accelerated upon the occurrence of certain events of default, including the
failure by WUP LLC (in some cases after notice or the expiration of a grace period, or both) to make payments under the
Revolving Equipment Notes when due, a failure to comply with certain covenants and certain bankruptcy events involving the Company
or its guarantors. In addition, in the event of a qualifying Change of Control (as defined in the Series B NPA) prior to
the Maturity Date, WUP LLC would be required to pay a make-whole premium in connection with any full redemption of
Series B Revolving Equipment Notes. WUP LLC’s obligations under the Revolving Equipment Notes are guaranteed
by the Company, Wheels Up Partners Holdings LLC, the Company’s direct subsidiary, and Wheels Up Private Jets LLC,
which is an indirect subsidiary of the Company that holds a U.S. Federal Aviation Administration (“FAA”)
Part 135 operating certificate. In the future, WUP LLC must cause certain additional subsidiaries and affiliates of
WUP LLC that hold a FAA Part 135 operating certificate to become a guarantor under the Revolving Equipment Notes
Facilities under certain circumstances.
The Series B NPA, Trust Indenture and
related guarantees contain certain limited covenants, including a covenant that limits the maximum loan to value ratio of all aircraft
financed under the Revolving Equipment Notes Facilities, in each case subject to certain cure rights of the Company. The Trust Indenture
contains customary events of default for transactions of this type, including cross-default provisions among the Revolving Equipment Notes,
as well as an event of default that is triggered upon the occurrence and continuation of an event of default by Delta under its current
revolving credit agreement or any replacements thereof.
In connection with the closing of the Series B
Revolving Equipment Notes Facility, the Company obtained consent from Delta and CK Wheels, in their capacities as lenders under the Credit Agreement, dated as of September 20, 2023 (as amended by Amendment No. 1 thereto, dated as of November 15, 2023,
as further amended by Amendment No. 2 thereto, dated as of November 13, 2024, and as further amended by Amendment No. 3
thereto, dated as of April 30, 2025, the “2023 Credit Agreement”), by and among the Company, as borrower, certain
subsidiaries of the Company as guarantors, the lenders from time to time party thereto, including the Lead Lenders, and U.S. Bank Trust
Company, N.A., as administrative agent for the lenders and as collateral agent for the secured parties, to enter into the Series B
Revolving Equipment Notes Facility. The Company continues to pursue its expected $100.0 million unsecured term loan (the “Proposed
2026 Term Loan”) to be provided by the Lead Lenders, which was previously announced by the Company on May 11, 2026 following
the execution by the Company of a commitment letter for the Proposed 2026 Term Loan. The Proposed 2026 Term Loan
is expected to close in the second quarter of 2026. The Company currently anticipates that it will amend the 2023 Credit Agreement
in connection with the closing of the Proposed 2026 Term Loan (if at all), and at that time would also implement certain conforming
changes to further reflect the Series B Revolving Equipment Notes Facility.
The foregoing description of the agreements described
in this Item 1.01, including the Series B NPA, Trust Indenture, Series B Revolving Equipment Notes and Loan Agreement
are qualified in their entirety by reference to the respective agreements, copies of which are among the agreements filed as Exhibits 4.1
through 4.8 hereto and are incorporated by reference herein.
As of each of the Closing Date and Amendment
Date: (i) there were 36,324,586 shares of Common Stock outstanding (excluding treasury stock); (ii) Delta
beneficially owned approximately 36.3% of the outstanding shares of Common Stock, of which any shares in excess of 29.9% of the
shares of Common Stock entitled to vote at any meeting of the Company’s stockholders or for purposes of any consent
solicitation that are held by Delta will be neutral shares with respect to voting rights, voted in proportion to all other votes
cast at such meeting or for such consent solicitation other than by Delta; (ii) CIH beneficially owned approximately 11.9% of
the outstanding shares of Common Stock; and (iii) each of Delta and CIH (a) was a lender under the 2023 Credit Agreement,
(b) is or was a party to the Investor Rights Agreement and certain commercial arrangements, in each case as disclosed under the
heading “Related Person Transactions with Holders of More than 5% of Our Voting Stock” in the Company’s definitive
proxy statement on Schedule 14A, which was filed with the SEC on April 24, 2026, and (c) is a party to certain
transactions described in Item 8.01 of the Company’s Current
Report on Form 8-K filed with the SEC on May 11, 2026.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant. |
The information set forth in Item 1.01 “Entry
into a Material Definitive Agreement” above under the caption titled “Closing of $68 million Series B Revolving Equipment
Notes Facility” (but excluding the tenth paragraph under such caption), is incorporated by reference into this Item 2.03.
| Item 7.01 |
Regulation FD Disclosure. |
On May 26, 2026, the Company issued
a press release regarding the events described under the caption “Delta Lock-Up Extension” in Item 1.01 of this Current Report,
a copy of which is furnished as Exhibit 99.1 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 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 Revolving Equipment Notes Facilities, including the Series B NPA
and Trust Indenture related thereto and the financing transactions contemplated thereby, and the ability to use the net proceeds
therefrom as described in Item 1.01 of this Current Report; (ii) the ability of the Company to reborrow under the
Revolving Equipment Notes Facilities, subject to any restrictions under the definitive documentation thereunder or pursuant to the
2023 Credit Agreement, in the future and to use the net proceeds from such reborrowings as described in Item 1.01 of this
Current Report; (iii) the terms of, the Company’s ability to sign and close, and the impact on the Company of, any
potential debt financings and the receipt of net proceeds therefrom, including the Proposed 2026 Term Loan and any potential impacts
on the trading prices and trading market for the Company’s Common Stock; and (iv) the impact of activities and transactions involving certain investors on the Company’s business and financial prospects
and future success. 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. We have identified certain known material risk
factors applicable to the Company under Part I, Item 1A “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 10, 2026, under Part II,
Item 1A “Risk Factors” in our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 11, 2026 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 |
| 4.1*+^ |
|
Note Purchase Agreement, dated as of May 21, 2026, among Wheels Up Partners LLC, Wheels Up Class B-1 Loan Trust 2024-1 and Wilmington Trust, National Association, as subordination agent and trustee (2024-1 Series B-1 Revolving Equipment Notes) |
| 4.2* |
|
Amended and Restated Intercreditor Agreement, dated as of May 21, 2026, by and among Wheels Up Experience Inc., Wheels Up Partners Holdings LLC, Wheels Up Partners LLC, Wheels Up Private Jets LLC, Delta Air Lines, Inc., Wheels Up Class A-1 Loan Trust 2024-1, Wheels Up Class B-1 Loan Trust 2024-1 and Wilmington Trust, National Association, not in its individual capacity except as expressly stated therein but solely as subordination agent and trustee (2024-1 Revolving Equipment Notes Facilities) |
| 4.3*+^ |
|
Joinder and Amendment No. 1 to Participation Agreement, dated as of May 21, 2026, by and among Wheels Up Partners LLC, Wilmington Trust, National Association, not in its individual capacity, except as expressly provided therein, but solely as mortgagee, Wheels Up Class A-1 Loan Trust 2024-1, Wheels Up Class B-1 Loan Trust 2024-1, and Wilmington Trust, National Association, not in its individual capacity, except as expressly provided therein, but subordination agent (with a conformed version of the Participation Agreement through and including Amendment No. 1 thereto provided in Exhibit A thereto) (2024-1 Revolving Equipment Notes Facilities) |
| 4.4*+^ |
|
Amendment No. 1 to Trust Indenture and Mortgage, dated as of May 21, 2026, by and between Wheels Up Partners LLC and Wilmington Trust, National Association, not in its individual capacity, except as expressly stated therein, but solely as mortgagee (with a conformed version of the Trust Indenture through and including Amendment No. 1 thereto provided in Exhibit A thereto) (2024-1 Revolving Equipment Notes Facilities) |
| 4.5* |
|
Form of Equipment Notes (included in Exhibit 4.4) |
| 4.6* |
|
Amended and Restated Guarantee, dated as of May 21, 2026, from each person listed in Schedule I thereto and each other person that becomes an additional guarantor pursuant thereto, to the parties listed in Schedule II thereto (2024-1 Revolving Equipment Notes Facilities) |
| 4.7*^ |
|
Class B Loan Agreement, dated as of May 21, 2026, by and among Wheels Up Class B-1 Loan Trust 2024-1, the initial lender thereunder and each lender from time to time party thereto, and their permitted successors and assigns, and Wilmington Trust, National Association, as facility agent for the lenders and not in its individual capacity, except as expressly stated therein, but as facility agent and security trustee for the lenders (2024-1 Series B-1 Revolving Equipment Notes) |
| 4.8* |
|
Security Agreement, dated as of May 21, 2026, among Wheels Up Class B-1 Loan Trust 2024-1 and Wilmington Trust, National Association, not in its individual capacity but solely as security trustee and the facility agent (2024-1 Series B-1 Revolving Equipment Notes) |
| 10.1* |
|
Amendment No. 4 to Investment and Investor Rights Agreement, dated May 23, 2026, by and among Wheels Up Experience Inc. and the Investors listed on the signature pages thereto |
| 99.1** |
|
Press Release, dated May 26, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| |
* |
Filed herewith. |
| |
** |
Furnished herewith. |
| |
+ |
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC or its staff upon request. |
| |
^ |
Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item (601)(b)(10) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted information to the SEC or its staff upon request. |
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: May 26, 2026 |
By: |
/s/ George Mattson |
| |
|
Name: |
George Mattson |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Wheels Up Lead
Strategic Investor Delta Air Lines Agrees to Extend Lock-Up
Latest in series
of strategic financial actions reflects continued confidence in Company’s transformation strategy
ATLANTA, May 26,
2026 / PRNewswire / -- Wheels Up Experience Inc. (NYSE: UP) today announced that lead strategic investor Delta Air Lines has agreed to
further extend the lock-up restriction for all its shares of common stock issued under the Investment and Investor Rights Agreement for
one additional year, through May 22, 2027. As a result, more than 35% of the total outstanding shares of the company as of May 22, 2026
will remain subject to a lock-up restriction.
“Our partnership
with Delta is broad and deeply integrated across our entire business,” said George Mattson, CEO of Wheels Up. “This lock-up
extension, along with Delta’s leadership on our recently announced commitment for a $100 million term loan, reflects their strong
confidence in our strategy and the accelerating momentum in our one-of-a-kind strategic partnership.”
About Wheels Up
Wheels Up is a
leading global provider of on-demand private aviation with a large, diverse fleet and a network of vetted charter operators, all committed
to safety and service. Customers access charter and membership programs and premium commercial travel benefits through a strategic partnership
with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations,
via Air Partner Cargo. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit www.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 the Wheels Up Experience Inc. (the “Company”, “our” or “we”). These forward-looking
statements include, but are not limited to, statements regarding: (i) the impact of activities and transactions involving certain
investors on the Company’s business and financial prospects and future success; and (ii) the terms of, the Company’s
ability to sign and close, and the impact on the Company of, the committed $100 million term loan described in this press release, which
was first announced by the Company on May 11, 2026, and the receipt of net proceeds therefrom, including any potential impacts
on the trading prices and trading market for the Company’s shares of Class A common stock, $0.0001 per share. 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.
We have identified certain known material risk factors applicable to the Company under Part I, Item 1A “Risk Factors” in
our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission
(“SEC”) on March 10, 2026, under Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2026 filed with the SEC on May 11, 2026 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 press release.
Contacts
Investors:
ir@wheelsup.com
Media:
press@wheelsup.com
