Wheels Up Experience (UP) Registration Filing summary

Company overview and business model

• Leading provider of on-demand private aviation in the U.S., offering a global private aviation solution with a large, diverse aircraft fleet and an asset-light charter model.

• Delivers services through member programs and charter solutions, leveraging owned, leased, and third-party aircraft.

• Strategic partnership with Delta Air Lines enables a broad range of private and premium commercial travel options.

Financial performance and metrics

• Pro forma 2023 revenue was $1.08 billion after divesting the Aircraft Management Business.

• Pro forma net loss for 2023 was $481.4 million, with a loss per share of $3.64.

• Divestiture of non-core business resulted in a $19.1 million consideration, including cash and contingent receivables.

Use of proceeds and capital allocation

• Net proceeds from securities sales will be contributed to the main operating subsidiary and used for general corporate purposes, including working capital, capital expenditures, investments, acquisitions, debt repayment, dividends, or repurchases.

• Proceeds may be temporarily invested in various short-term, investment-grade instruments.