| Item 7.01 | Regulation FD Disclosure. |
On June 22, 2023, Wheels Up Experience Inc.
(the “Company” or “Wheels Up”) issued a press release regarding an update on potential strategic plans,
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 on Form 8-K 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.
Forward-Looking Statements
This Current Report on Form 8-K
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 Wheels Up that could cause actual results to differ materially from the results
discussed in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding
the expectations, hopes, beliefs, intentions or strategies of Wheels Up regarding the future, including, without limitation,
statements regarding: (i) the expected impact of any potential acquisitions or divestitures, investments, financings,
restructurings or other strategic transactions involving Wheels Up or its subsidiaries or affiliates, including realizing any anticipated
benefits relating to any such transactions and any potential impacts on the trading prices and trading markets for
Wheels Up’s Class A common stock and publicly-traded warrants to purchase Wheels Up’s Class A common
stock; (ii) Wheels Up’s liquidity, future cash flows, measures intended to increase Wheels Up’s operational
efficiency and certain restrictions related to its debt obligations; (iii) the impact of Wheels Up’s cost reduction
efforts on its business and results of operations, including the timing and magnitude of such expected reductions and any associated
expenses and impact of the new member operations center; (iv) Wheels Up’s ability to maintain cost discipline and achieve
positive Adjusted EBITDA pursuant to the schedule that it has announced; (v) the degree of market acceptance and adoption of
Wheels Up’s products and services, including member program changes; (vi) the size, demands and growth potential of the
markets for Wheels Up’s products and services and Wheels Up’s ability to serve those markets; (vii) Wheels
Up’s ability to compete with other companies engaged in the private aviation industry and to attract and retain customers; and
(viii) general economic and geopolitical conditions, including due to fluctuations in interest rates, inflation, foreign
currencies, consumer and business spending decisions, and general levels of economic activity. The words “anticipate,”
“believe,” continue,” “could,” “estimate,” “expect,” “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. These
forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual events and
results to differ materially from those contained in such forward-looking statements. Factors that could cause actual results to
differ materially from those expressed or implied in forward-looking statements can be found in Wheels Up’s Annual Report
on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023 and
Wheels Up’s other filings with the SEC. Moreover, Wheels Up operates in a very competitive and rapidly changing
environment. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they
may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date
made, and Wheels Up undertakes no obligation to update or revise the forward-looking statements, whether as a result of new
information, changes in expectations, future events or otherwise. Although Wheels Up believes that the expectations reflected in the
forward-looking statements are reasonable, Wheels Up cannot guarantee future results, levels of activity, performance or
achievements. Except as required by law, Wheels Up does not intend to update any of these forward-looking statements after the date
of this Current Report on Form 8-K or to conform these statements to actual results or revised expectations.