SUBSEQUENT EVENT |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENT | SUBSEQUENT EVENTS Reverse Stock Split Following approval by the Company’s stockholders at the 2025 Annual Meeting, on April 13, 2026, the Board approved a reverse stock split of Wheels Up’s outstanding shares of Common Stock at a reverse stock split ratio of 1-for-20 (the “Ratio”) and, contemporaneously with the Reverse Stock Split, a proportionate reduction in the number of authorized shares of Common Stock from 1.5 billion shares of Common Stock to 75.0 million shares (collectively, the “Reverse Stock Split”). The Reverse Stock Split became effective immediately after the close of trading on the NYSE on April 24, 2026 (the “Effective Time”), pursuant to the Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, dated April 24, 2026 (the “Certificate of Amendment”). The Company’s total stockholders’ equity and the par value for the Common Stock did not change as a result of the Reverse Stock Split. Pursuant to ASC 260, Earnings Per Share, we have retrospectively adjusted, among others, the number of issued and outstanding shares of Common Stock and all earnings per share information in the unaudited condensed consolidated financial statements and related notes in this Quarterly Report for all periods presented, as if the Reverse Stock Split become effective as of the last day of the period presented. Therefore, the impacts related to the Reverse Stock Split are reflected for all periods presented in the unaudited condensed consolidated financial statements in this Quarterly Report. Holders of Common Stock as of the Effective Time are entitled to receive cash (without interest, and subject to any required tax withholding applicable to a holder) in lieu of the issuance of fractional shares as a result of the Reverse Stock Split, which payments to stockholders are expected to be made following the date of issuance of the unaudited condensed consolidated financial statements in this Quarterly Report. As a result, certain disclosures in these unaudited condensed consolidated financial statements and related notes reflect the estimated impact of the Reverse Stock Split after applying the Ratio to the pre-Reverse Stock Split amount, which may result in such amount presented herein being higher than the final amount following the elimination of fractional shares. In addition, in connection with the Reverse Stock Split, and pursuant to the terms of the Warrant Agreement, dated as of September 25, 2020 (the “Warrant Agreement”), by and between Aspirational and Continental Stock Transfer & Trust Company, as warrant agent, certain terms of the Company’s issued and outstanding Warrants to purchase shares of Common Stock were further adjusted to reflect: (i) a reduction in the number of shares of Common Stock issuable upon exercise of each Warrant, which as of the Effective Time resulted in each Warrant being exercisable for 1/200th of one (1) share of Common Stock; (ii) an increase in the exercise price per whole share of Common Stock to $2,300.00; and (iii) the stated redemption prices per Warrant being proportionately reduced by the inverse of the Ratio. Such adjustments are reflected in Note 10. Commitment Letter for $100 million Unsecured Term Loan On May 10, 2026, the Company entered into a commitment letter, pursuant to which the Lead Lenders committed to provide a $100 million unsecured term loan credit facility (the “Proposed 2026 Term Loan”) to the Company, which is expected to close in the second quarter of 2026. The anticipated maturity date for the Proposed 2026 Term Loan is the earlier of three years after the initial closing date of the Proposed 2026 Term Loan and 91 days prior to the scheduled maturity date under the Credit Agreement. The commitment of the Lead Lenders to provide the Proposed 2026 Term Loan to the Company is subject to the satisfaction or waiver of certain customary conditions, including the conditions precedent to closing specified in the term sheet filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2026, and the delivery of customary closing documentation substantially consistent with the Credit Agreement, as modified by such term sheet.
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