Business Context and Reporting Period
Wheels Up Experience Inc. filed a Form 8-K reporting an NYSE continued-listing deficiency. The report concerns events beginning April 12, 2023, with the filing and related press release dated April 14, 2023. The Company’s Class A common stock trades as “UP” and its public warrants as “UP WS” on the NYSE.
Financial and Operating Metrics
This filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics. It states that the NYSE notice does not affect the Company’s ongoing business operations, SEC reporting obligations, or constitute an event of default under its material debt agreements.
Material Changes Versus the Prior Comparable Period
- On April 12, 2023, the Company received an NYSE notice stating that it was not in compliance with Section 802.01C of the NYSE Listed Company Manual.
- The deficiency resulted from the Company’s common stock having an average closing price below $1.00 over a 30-consecutive-trading-day period.
- The Company stated that it remained in compliance with all other NYSE continued-listing standards.
- The common stock and public warrants continued to trade on the NYSE, with “.BC” added to their symbols to indicate below-compliance status.
Guidance, Outlook, Risks, and Contingencies
- The Company has a six-month cure period after receipt of the notice to regain compliance.
- On April 14, 2023, the Company notified the NYSE of its intent to cure the deficiency.
- The Company’s preliminary proxy statement includes a proposal to authorize the Board to effect a reverse stock split at a ratio between 1-for-5 and 1-for-10, with the exact ratio determined by the Board.
- If approved and implemented during the cure period, the reverse stock split could help restore compliance if the stock price exceeds $1.00 and remains above that level for at least 30 trading days.
- The Company may pursue other alternatives. It could also regain compliance if, on the last trading day of a month during the cure period, the stock has both a closing price and a 30-trading-day average closing price of at least $1.00.
- There is no assurance that stockholders will approve the reverse stock split, that any corrective action will succeed, or that the Company will avoid delisting.
- The filing identifies potential effects on business operations, reputation, customer and member relationships, stock and warrant trading prices, and volatility. It also refers investors to the risk factors in the Company’s Form 10-K for the year ended December 31, 2022.
Most Important Facts to Verify
- Whether stockholders approved the reverse stock split proposal and whether the Board implemented it.
- Whether the Company regained compliance with the NYSE’s $1.00 minimum-price requirement within the cure period.
- Whether the “.BC” designation was removed or whether the securities were subsequently delisted.
- Any later disclosures concerning the impact of the listing deficiency on operations, financing, debt arrangements, or liquidity.