As filed with the Securities and Exchange Commission
on June 11, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
WHEELS UP EXPERIENCE INC.
(Exact name of registrant as specified in its
charter)
Delaware |
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98-1617611 |
(State or other jurisdiction
of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
2135 American Way
Chamblee, Georgia 30341
Telephone: (212) 257-5252
(Address, including zip code, and telephone
number, including area code, of principal executive offices)
Wheels Up Experience Inc. Performance Award
Agreement, dated May 20, 2024
(Full title of the plan)
Matthew J. Knopf, Esq.
Chief Legal Officer
2135 American Way
Chamblee, Georgia 30341
Telephone: (212) 257-5252
(Name and address, including zip code, and
telephone number, including area code, of agent for service)
With copies to:
Steven Khadavi, Esq.
Heather M. Ducat, Esq.
Troutman Pepper Locke LLP
600 Peachtree Street, N.E., Suite 3000
Atlanta, Georgia 30308
Telephone: (404)-885-3000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large
accelerated filer ¨ |
Accelerated
filer x |
Non-accelerated filer ¨ |
Smaller reporting company x |
|
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 pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information specified
in Items 1 and 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428
under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8.
The documents containing the information specified in this Part I will be delivered to the participant(s) in the Wheels Up Experience Inc.
Performance Award Agreement, dated May 20, 2024, granted by Wheels Up Experience Inc. (the “Company”)
to David Harvey, the Company’s Chief Commercial Officer, as required by Rule 428(b)(1) under the Securities Act.
Such documents are not required to be, and are not, filed with the U.S. Securities and Exchange Commission (the “SEC”
or the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant
to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference. |
The following documents filed
with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
are hereby incorporated by reference in this Registration Statement:
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· |
our
Current Reports on Form 8-K, filed with the SEC on March 11, 2025, April 25, 2025, May 1, 2025,
June 3, 2025 and June 11, 2025 (in each case, excluding those portions furnished pursuant to Item 2.02 and
Item 7.01 of Form 8-K, if applicable) (File No. 001-39541); and |
All documents that the Company
subsequently files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of the respective
filings that are furnished, rather than filed, pursuant to Item 2.02 or Item 7.01 of Current Reports on Form 8-K including
exhibits related thereto or other applicable SEC rules) and prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in
this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified
or superseded to the extent that a statement contained herein, or in any subsequently filed document that also is incorporated or deemed
to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 4. |
Description of Securities. |
Not applicable.
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Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
Item 6. |
Indemnification of Directors and Officers. |
Section 145 of the Delaware
General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which
such person is made a party by reason of such person being or having been a director, officer, employee or agent of the Company. The DGCL
provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws,
agreement, vote of stockholders or disinterested directors or otherwise. The Company’s certificate of incorporation and bylaws provide
for indemnification by the Company of its directors and officers to the fullest extent permitted by the DGCL.
Section 102(b)(7) of
the DGCL permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer,
except for liability (1) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders,
(2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) pursuant
to Section 174 of the DGCL (providing for liability of directors for unlawful payments of dividends or unlawful stock repurchases,
redemptions or other distributions), (4) for any transaction from which the director or officer derived an improper personal benefit
or (5) for any action by or in the right of the corporation with respect to an officer. The Company’s Amended and Restated
Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on November 15, 2023, provides for
such limitation of liability with respect to directors to the fullest extent permitted by the DGCL.
The Company entered, and expects
to continue to enter into, indemnification agreements with its directors and executive officers. Each indemnification agreement provides
for indemnification and advancement by the Company of certain expenses and costs, if the basis of the indemnitee’s involvement was
by reason of the fact that the indemnitee is or was a director, officer, employee or agent of the Company or any of its subsidiaries or
was serving at the Company’s request in an official capacity for another entity, to the fullest extent permitted by the laws of
the state of Delaware.
The Company maintains standard
insurance policies that provide coverage to its directors and officers against loss rising from claims made by reason of breach of duty
or other wrongful act and with respect to indemnification payments that the Company may make to such directors and officers.
Item 7. |
Exemption from Registration Claimed. |
Not applicable.
The following exhibits are filed as part of this
Registration Statement:
Exhibit
Number |
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Description of Documents |
4.1 |
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Amended and Restated Certificate of Incorporation of Wheels Up Experience Inc., filed on November 15, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 16, 2023) |
4.2 |
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Amended and Restated By-Laws of Wheels Up Experience Inc., effective as of November 15, 2023 (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K, filed with the SEC on March 7, 2024) |
5.1* |
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Opinion of Troutman Pepper Locke LLP |
23.1* |
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Consent of Grant Thornton LLP, independent registered public accounting firm for Wheels Up Experience Inc. |
23.2* |
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Consent of Troutman Pepper Locke LLP (included as part of Exhibit 5.1) |
24.1* |
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Power of Attorney (contained on the signature page of this registration statement) |
99.1 |
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Wheels Up Experience Inc. Performance Award Agreement, dated as of May 20, 2024, by and between Wheels Up Experience Inc. and David Harvey (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2024) |
107* |
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Filing Fee Table |
* Filed
herewith.
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(a) |
The undersigned registrant hereby undertakes: |
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and |
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant
to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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(b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Chamblee, Georgia, on June 11, 2025.
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WHEELS UP EXPERIENCE INC. |
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/s/ George Mattson |
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Name: |
George Mattson |
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Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints George Mattson, John Verkamp and Matthew Knopf,
acting alone or together with another attorney-in-fact, acting as such person’s true and lawful attorney-in-fact and agent with
full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them full power
and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and
agents or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities
Act, this registration statement has been signed by the following persons in the capacities indicated and on the date indicated.
Signature |
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Capacity |
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Date |
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/s/ George Mattson |
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Chief Executive Officer and Director |
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June 11, 2025 |
George Mattson |
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(Principal Executive Officer) |
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/s/ John Verkamp |
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Chief Financial Officer |
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June 11, 2025 |
John Verkamp |
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(Principal Financial Officer) |
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/s/ Alexander Chatkewitz |
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Chief Accounting Officer |
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June 11, 2025 |
Alexander Chatkewitz |
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(Principal Accounting Officer) |
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/s/ Adam Zirkin |
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Chairperson of the Board |
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June 11, 2025 |
Adam Zirkin |
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/s/ Timothy Armstrong |
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Director |
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June 11, 2025 |
Timothy Armstrong |
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/s/ Alain Bellemare |
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Director |
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June 11, 2025 |
Alain Bellemare |
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/s/ Adam Cantor |
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Director |
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June 11, 2025 |
Adam Cantor |
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/s/ Andrew Davis |
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Director |
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June 11, 2025 |
Andrew Davis |
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/s/ Dwight James |
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Director |
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June 11, 2025 |
Dwight James |
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/s/ Daniel Janki |
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Director |
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June 11, 2025 |
Daniel Janki |
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/s/ Thomas Klein |
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Director |
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June 11, 2025 |
Thomas Klein |
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/s/ Zachary Lazar |
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Director |
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June 11, 2025 |
Zachary Lazar |
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/s/ Lee Moak |
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Director |
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June 11, 2025 |
Lee Moak |
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/s/ Gregory Summe |
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Director |
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June 11, 2025 |
Gregory Summe |
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Exhibit 5.1
Troutman Pepper Locke LLP
Bank of America Plaza, 600 Peachtree Street NE, Suite 3000
Atlanta, GA 30308
troutman.com
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June 11, 2025
Wheels Up Experience Inc.
2135 American Way
Chamblee, Georgia 30341
Re: |
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We
have acted as counsel to Wheels Up Experience Inc., a Delaware corporation (the “Company”), in connection with the
Registration Statement on Form S-8 (the “Registration Statement”) that is being filed on the
date hereof with the Securities and Exchange Commission (the “SEC”) by the Company pursuant to the Securities Act of
1933, as amended (the “Securities Act”), relating to the registration of 15,000,000 shares (the “Shares”)
of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”), available for future
issuance under the Wheels Up Experience Inc. Performance Award Agreement, dated May 20, 2024 (the “Plan”).
In
connection with this opinion letter, we have reviewed such documents and made such examination of law as we have deemed appropriate to
give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters
of fact material to the opinions set forth below, on certificates of officers of the Company.
For
all purposes of the opinion expressed herein, we have assumed, without independent investigation: (a) to the extent that we have
reviewed and relied upon certificates of the Company or authorized representatives thereof and certificates and assurances from public
officials, all of such certificates, representations and assurances are accurate with regard to factual matters; (b) all documents
submitted to us as originals are authentic, complete and accurate, and all documents submitted to us as copies conform to authentic original
documents; (c) the genuineness of all signatures; and (d) the Registration Statement will be effective under the Securities
Act at the time that any Shares under the Plan are issued.
Based
on and subject to the foregoing and the exclusions, qualifications, limitations and other assumptions set forth in this opinion letter,
we are of the opinion that the Shares have been validly authorized and, when issued and paid for in accordance with and upon the terms
and conditions of the Plan (assuming that, upon any issuance of the Shares, the total number of shares of Common Stock issued and outstanding
will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Amended and Restated
Certificate of Incorporation), will be validly issued, fully paid and nonassessable.
Wheels Up Experience Inc.
June 11, 2025
Page 2
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The
foregoing opinion is limited to the General Corporation Law of the State of Delaware (including statutory provisions, all applicable provisions
of the Delaware Constitution and reported judicial decisions interpreting the foregoing), as in effect on the date hereof, and we do not
express any opinion concerning any other law.
The
foregoing opinion is being furnished only for the purpose referred to in the first paragraph of this opinion letter. We hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within
the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the SEC
promulgated thereunder.
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Very truly yours, |
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/s/ Troutman Pepper Locke LLP |
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Troutman Pepper Locke LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We have issued our reports dated
March 11, 2025 with respect to the consolidated financial statements and internal control over financial reporting of
Wheels Up Experience Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2024, which are
incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports
in this Registration Statement.
/s/ GRANT THORNTON LLP |
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New York, New York |
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June 11, 2025 |
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Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Wheels Up Experience Inc.
(Exact Name of Registrant as Specified in its
Charter)
Table 1: Newly Registered Securities
Security
Type |
Security Class Title |
Fee
Calculation
Rule |
Amount
Registered |
Proposed
Maximum
Offering
Price Per
Unit |
Maximum
Aggregate
Offering
Price |
Fee Rate |
Amount of
Registration Fee |
Equity |
Class A common stock, $0.0001 par value per share |
Other |
15,000,000(1) |
$1.42(2) |
$21,300,000.00 |
.00015310 |
$3,261.03 |
Total Offering Amounts |
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$3,261.03 |
Total Fee Offsets |
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-- |
Net Fee Due |
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$3,261.03 |
(1) |
The shares of the Registrant’s Class A common stock, $0.0001 par value per share (“Common Stock”), registered hereby represent 15,000,000 shares of Common Stock authorized for issuance under the Wheels Up Experience Inc. Performance Award Agreement, dated May 20, 2024, granted by the Registrant to David Harvey, the Registrant’s Chief Commercial Officer (the “CCO Performance Award”), which CCO Performance Award and the authorization of the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under the CCO Performance Award, if at all, were approved by the Registrant’s stockholders at the Registrant’s 2025 annual meeting of stockholders held on June 10, 2025. In accordance with Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, reverse stock splits, stock dividends or similar transactions with respect to the shares being registered. |
(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act based on $1.42, the average of the high and low prices of a share of Common Stock as reported on the New York Stock Exchange on June 5, 2025. |
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