Wheels Up implements 1-for-10 reverse stock split; reduces authorized shares to 250M

Wheels Up Experience Inc.

Reverse stock split at 1-for-10 ratio effective after market close on June 7, 2023.
Authorized shares reduced proportionally from 2.5B to 250M.
Warrants adjusted: each warrant exercisable for 1/10 share at $115.00 per whole share.
LLC agreement amended to equitably adjust outstanding units and hurdle amounts for the split.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Wheels Up Experience Inc.: Amendment to Certificate of Incorporation to implement a 1-for-10 reverse stock split and proportionate authorized share reduction from 2.5 billion to 250 million shares of Common Stock (effective 2023-06-07).

Change: charter amendment
Effective: 2023-06-07

Exact text from the filing

The Company amended the Company’s existing Certificate of Incorporation, dated as of July 13, 2021 (the “Prior Certificate”), to implement the Reverse Stock Split Amendment by filing the Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on June 7, 2023, which became effective immediately after the close of trading on the NYSE on June 7, 2023.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

Wheels Up Experience Inc. amended WUPH Agreement Amendment (effective 2023-06-07).

Action: amendment
Effective: 2023-06-07

Exact text from the filing

the Company, in its capacity as the managing member of Wheels Up Partners Holdings LLC, a Delaware limited liability company and direct subsidiary of the Company (“WUPH”), entered into Amendment No. 2 to Seventh Amended and Restated Limited Liability Company Agreement of Wheels Up Partners Holdings LLC, dated as of June 7, 2023 (the “WUPH Agreement Amendment”), to, among other things, update certain provisions to reflect adjustments to outstanding and issuable membership interests in WUPH as a result of the Reverse Stock Split.

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Source: SEC EDGAR

accession 0001104659-23-069398

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