|
Cayman Islands*
(State or other jurisdiction of
incorporation or organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
98-1557048
(I.R.S. Employer
Identification Number) |
|
|
Howard L. Ellin, Esq.
Christopher M. Barlow, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 (212) 735-3000 |
| |
Laura Heltebran, Esq.
Chief Legal Officer Wheels Up 601 West 26th Street New York, NY 10001 (212) 257-5252 |
| |
Christopher Peterson, Esq.
Thomas Yadlon, Esq. John Geelan, Esq. Arnold & Porter 250 West 55th Street New York, NY 10019 (212) 836-8000 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
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| | ||||||||||||||||||||||||||||
Title of each class of
securities to be registered |
| | |
Amount
to be registered(1) |
| | |
Proposed
maximum offering price per security |
| | |
Proposed
maximum aggregate offering price |
| | |
Amount of
registration fee |
| ||||||||||||
Common stock(2)(3)
|
| | | | | 23,974,632 | | | | | | $ | 10.43(4) | | | | | | $ | 250,055,411.76(4) | | | | | | $ | 27,281.05 | | |
Redeemable warrants(2)(5)
|
| | | | | 7,991,544 | | | | | | $ | 1.78(6) | | | | | | $ | 14,224,948.32(6) | | | | | | $ | 1,551.94 | | |
Common stock(2)(7)
|
| | | | | 227,996,210 | | | | | | $ | 10.43(4) | | | | | | $ | 2,378,000,470.30(4) | | | | | | $ | 259,439.85 | | |
Total
|
| | | | | | | | | | | | | | | | | | $ | 2,642,280,830.38 | | | | | | $ | 288,272.84(8) | | |
| | | | | iii | | | |
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| | | | | xiii | | | |
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| | | | | 209 | | | |
| | | | | 240 | | | |
| | | | | 266 | | | |
| | | | | 277 | | | |
| | | | | 290 | | | |
| | | | | 296 | | |
|
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS
|
| | | | 303 | | |
|
DESCRIPTION OF WHEELS UP SECURITIES
|
| | | | 307 | | |
|
SECURITIES ACT RESTRICTIONS ON RESALE OF WHEELS UP SECURITIES
|
| | | | 319 | | |
|
STOCKHOLDER PROPOSALS AND NOMINATIONS
|
| | | | 320 | | |
|
SHAREHOLDER COMMUNICATIONS
|
| | | | 321 | | |
|
LEGAL MATTERS
|
| | | | 322 | | |
|
EXPERTS
|
| | | | 322 | | |
|
DELIVERY OF DOCUMENTS TO SHAREHOLDERS
|
| | | | 322 | | |
|
ENFORCEABILITY OF CIVIL LIABILITY
|
| | | | 322 | | |
|
WHERE YOU CAN FIND MORE INFORMATION
|
| | | | 322 | | |
|
INDEX TO FINANCIAL STATEMENTS
|
| | | | F-1 | | |
| Annex A | | | | |
| Annex A-I | | | | |
| Annex B | | | | |
| Annex C | | | | |
| Annex D | | | | |
| Annex E | | | | |
| Annex F | | | | |
| Annex G | | | | |
| Annex H | | | | |
| Annex I | | | | |
| Annex J | | | | |
| Annex K | | | |
| | |
Share Ownership in Wheels Up
|
| |||||||||||||||||||||||||||||||||
| | |
Pre-Business Combination
|
| |
Post-Business Combination
No Redemptions |
| |
Post-Business Combination
Maximum Redemptions(1) |
| |||||||||||||||||||||||||||
| | |
Number
of Shares |
| |
Percentage
of Outstanding Shares |
| |
Number
of Shares |
| |
Percentage
of Outstanding Shares |
| |
Number
of Shares |
| |
Percentage
of Outstanding Shares |
| ||||||||||||||||||
WUP equityholders(2)
|
| | | | — | | | | | | — | | | | | | 188,500,000 | | | | | | 68.9% | | | | | | 188,500,000 | | | | | | 72.1% | | |
Aspirational’s public shareholders
|
| | | | 23,974,632 | | | | | | 80.0% | | | | | | 23,974,632 | | | | | | 8.8% | | | | | | 12,000,000 | | | | | | 4.6% | | |
Sponsor & related parties(3)
|
| | | | 5,993,658 | | | | | | 20.0% | | | | | | 5,993,658 | | | | | | 2.2% | | | | | | 5,993,658 | | | | | | 2.3% | | |
PIPE Investors
|
| | | | — | | | | | | — | | | | | | 55,000,000 | | | | | | 20.1% | | | | | | 55,000,000 | | | | | | 21.0% | | |
Total
|
| | | | 29,968,290 | | | | | | 100.0% | | | | | | 273,468,290 | | | | | | 100.0% | | | | | | 261,493,658 | | | | | | 100.0% | | |
| | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
Authorized Shares (Organizational Documents Proposal A)
|
| | The Cayman Constitutional Documents authorize 555,000,000 shares, consisting of 500,000,000 Aspirational Class A ordinary shares, 50,000,000 Aspirational Class B ordinary shares and 5,000,000 preferred shares. | | | The Proposed Organizational Documents authorize 2,525,000,000 shares, consisting of 2,500,000,000 shares of Wheels Up Class A common stock and 25,000,000 shares of Wheels Up preferred stock. | |
| | | See paragraph 5 of the Existing Memorandum. | | | See Article Fourth, subsection(1) of the Proposed Certificate of Incorporation. | |
| | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents
Proposal B) |
| | The Cayman Constitutional Documents authorize the issuance of 5,000,000 preferred shares with such designation, rights and preferences as may be determined from time to time by Aspirational’s board of directors. Accordingly, Aspirational’s board of directors is empowered under the Cayman Constitutional Documents, without shareholder approval, to issue preferred shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of Aspirational to carry out a conversion of Aspirational Class B ordinary shares on the Closing Date, as contemplated by the Existing Articles). | | | The Proposed Organizational Documents authorize the Wheels Up board of directors to issue all or any shares of preferred stock in one or more series and to fix for each such series such designation, vesting, powers (including voting powers), preferences and relative, participating, optional or other rights (and the qualifications, limitations or restrictions thereof), as the Wheels Up board of directors may determine. | |
| | | See paragraph 5 of the Existing Memorandum and Articles 3 and 17 of the Existing Articles. | | | See Article Fourth, subsection (2) of the Proposed Certificate of Incorporation. | |
Classified Board (Organizational Documents Proposal C)
|
| | The Cayman Constitutional Documents provide that the Aspirational board of directors shall be comprised of one class. | | | The Proposed Organizational Documents provide that the Wheels Up board of directors be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. | |
| | | See Article 29 of the Existing Articles. | | | See Article Fifth, subsection (2) of the Proposed Certificate of Incorporation. | |
Corporate Name (Organizational Documents Proposal D)
|
| | The Cayman Constitutional Documents provide that the name of the company is “Aspirational Consumer Lifestyle Corp.” | | | The Proposed Organizational Documents provide that the name of the corporation will be “Wheels Up Experience Inc.” | |
| | | See paragraph 1 of the Existing Memorandum. | | | See Article I of the Proposed Certificate of Incorporation. | |
| | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
Perpetual Existence (Organizational Documents Proposal D)
|
| | The Cayman Constitutional Documents provide that if Aspirational does not consummate a business combination (as defined in the Cayman Constitutional Documents) September 25, 2022, Aspirational will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate Aspirational’s trust account. | | | The Proposed Organizational Documents do not include any provisions relating to Wheels Up’s ongoing existence; the default under the DGCL will make Wheels Up’s existence perpetual. | |
| | | See Article 49 of the Cayman Constitutional Documents. | | | Default rule under the DGCL. | |
Exclusive Forum (Organizational Documents
Proposal D) |
| | The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | | | The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation. | |
| | | | | | See Article Twelfth, subsection (1) of the Proposed Certificate of Incorporation. | |
Restrictions on Non-U.S. Ownership
(Organizational Documents Proposal D) |
| | The Cayman Constitutional Documents do not contain provisions restricting the percentage of voting interests of Aspirational that can be owned by persons that are not “Citizens of the United States” or requirements relating to the number of directors and officers that must be “Citizens of the United States.” | | |
The Proposed Organizational Documents restrict the ability of persons that are not “Citizens of the United States” to own more than 25% of the voting power of Wheels Up and requires that Wheels Up’s chief executive officer, president, at least two-thirds of Wheels Up’s officers and at least two-thirds of the members of the Wheels Up board of directors be “Citizens of the United States.”
See Article Tenth, subsection (1) of the Proposed Certificate of Incorporation and Articles Third, Sixth and Eighth of the Proposed Bylaws.
|
|
Takeovers by Interested Stockholders (Organizational Documents Proposal D)
|
| | The Cayman Constitutional Documents do not provide restrictions on takeovers of Aspirational by a related shareholder following a business combination. | | | The Proposed Organizational Documents do not opt out of Section 203 of the DGCL, and therefore, Wheels Up will be subject to Section 203 of the DGCL relating to takeovers by interested stockholders. | |
| | | | | | Default rule under the DGCL. | |
| | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
Provisions Related to Status as Blank Check Company (Organizational Documents
Proposal D) |
| | The Cayman Constitutional Documents include various provisions related to Aspirational’s status as a blank check company prior to the consummation of a business combination. | | | The Proposed Organizational Documents do not include such provisions related to Aspirational’s status as a blank check company, which no longer will apply upon consummation of the Mergers, as Aspirational will cease to be a blank check company at such time. | |
| | | See Article 49 of the Cayman Constitutional Documents. | | | | |
| | |
Share Ownership in Wheels Up
|
| |||||||||||||||||||||||||||||||||
| | |
Pre-Business Combination
|
| |
Post-Business Combination
No Redemptions |
| |
Post-Business Combination
Maximum Redemptions(1) |
| |||||||||||||||||||||||||||
| | |
Number
of Shares |
| |
Percentage
of Outstanding Shares |
| |
Number
of Shares |
| |
Percentage
of Outstanding Shares |
| |
Number
of Shares |
| |
Percentage
of Outstanding Shares |
| ||||||||||||||||||
WUP equityholders(2)
|
| | | | — | | | | | | — | | | | | | 188,500,000 | | | | | | 68.9% | | | | | | 188,500,000 | | | | | | 72.1% | | |
Aspirational’s public shareholders
|
| | | | 23,974,632 | | | | | | 80.0% | | | | | | 23,974,632 | | | | | | 8.8% | | | | | | 12,000,000 | | | | | | 4.6% | | |
Sponsor & related parties(3)
|
| | | | 5,993,658 | | | | | | 20.0% | | | | | | 5,993,658 | | | | | | 2.2% | | | | | | 5,993,658 | | | | | | 2.3% | | |
PIPE Investors
|
| | | | — | | | | | | — | | | | | | 55,000,000 | | | | | | 20.1% | | | | | | 55,000,000 | | | | | | 21.0% | | |
Total
|
| | | | 29,968,290 | | | | | | 100.0% | | | | | | 273,468,290 | | | | | | 100.0% | | | | | | 261,493,658 | | | | | | 100.0% | | |
Sources
|
| |
Uses
|
| ||||||||||||
($ in millions)
|
| | | | | | | | | | | | | | | |
Cash and investments held in trust account(1)
|
| | | $ | 240.0 | | | |
Cash to balance sheet
|
| | | $ | 722.8 | | |
PIPE Investment(2)
|
| | | $ | 550.0 | | | |
Transaction fees and expenses(3)
|
| | | $ | 67.2 | | |
Total Sources
|
| | | $ | 790.0 | | | |
Total Uses
|
| | | $ | 790.0 | | |
| | |
Combined Pro
Forma (Assuming No Redemption) |
| |
Combined Pro
Forma (Assuming Maximum Redemption) |
| ||||||
Revenue | | | | $ | 261,657 | | | | | $ | 261,657 | | |
Loss from operations
|
| | | $ | (34,248) | | | | | $ | (34,248) | | |
Net loss
|
| | | $ | (43,300) | | | | | $ | (43,300) | | |
| | |
Combined Pro
Forma (Assuming No Redemption) |
| |
Combined Pro
Forma (Assuming Maximum Redemption) |
| ||||||
Net loss attributable to non-controlling interest
|
| | | $ | (1,703) | | | | | $ | (1,781) | | |
Net loss attributable to controlling interest
|
| | | $ | (41,597) | | | | | $ | (41,519) | | |
Net loss per share – basic and diluted
|
| | | $ | (0.17) | | | | | $ | (0.18) | | |
Weighted-average shares outstanding – basic and diluted(1)(2)(3)(4)
|
| | | | 253,992,233 | | | | | | 242,017,601 | | |
| | |
Combined Pro
Forma (Assuming No Redemption) |
| |
Combined Pro
Forma (Assuming Maximum Redemption) |
| ||||||
Revenue
|
| | | $ | 706,077 | | | | | $ | 706,077 | | |
Loss from operations
|
| | | $ | (77,876) | | | | | $ | (77,876) | | |
Net loss
|
| | | $ | (99,784) | | | | | $ | (99,784) | | |
Net loss attributable to non-controlling interest
|
| | | $ | (3,925) | | | | | $ | (4,104) | | |
Net loss attributable to controlling interest
|
| | | $ | (95,859) | | | | | $ | (95,680) | | |
Net loss per share – basic and diluted
|
| | | $ | (0.39) | | | | | $ | (0.41) | | |
Weighted-average shares outstanding – basic and diluted(1)(2)(3)(4)
|
| | | | 253,992,233 | | | | | | 242,017,601 | | |
| | |
Combined Pro
Forma (Assuming No Redemption) |
| |
Combined Pro
Forma (Assuming Maximum Redemption) |
| ||||||
Total assets
|
| | | $ | 2,068,593 | | | | | $ | 1,948,847 | | |
Total liabilities
|
| | | $ | 1,078,200 | | | | | $ | 1,078,200 | | |
Total equity
|
| | | $ | 990,393 | | | | | $ | 870,647 | | |
Non-controlling interest(1)
|
| | | $ | 16,730 | | | | | $ | 16,730 | | |
Total shareholders’ equity
|
| | | $ | 973,663 | | | | | $ | 853,917 | | |
| | | | | | | | | | | | | | |
Combined Pro Forma
|
| |||||||||
(In thousands, except share and per share data)
|
| |
WUP
(Historical)(2) |
| |
Aspirational
(Historical) |
| |
Assuming No
Redemption |
| |
Assuming
Maximum Redemption |
| ||||||||||||
As of and for the Three Months ended March 31,
2021 |
| | | | | ||||||||||||||||||||
Book value per share(1)(3)
|
| | | | N/A | | | | | $ | (4.09) | | | | | $ | 3.74 | | | | | $ | 3.44 | | |
Weighted average shares outstanding – basic
|
| | | | N/A | | | | | | 6,927,636 | | | | | | 253,992,233 | | | | | | 242,017,601 | | |
Weighted average shares outstanding – diluted
|
| | | | N/A | | | | | | 6,927,636 | | | | | | 253,992,233 | | | | | | 242,017,601 | | |
Basic net loss per share(4)(5)
|
| | | | N/A | | | | | $ | (1.18) | | | | | $ | (0.17) | | | | | $ | (0.18) | | |
Diluted net loss per share(4)(5)(6)
|
| | | | N/A | | | | | $ | (1.18) | | | | | $ | (0.17) | | | | | $ | (0.18) | | |
| | | | | | | | | | | | | | |
Combined Pro Forma
|
| |||||||||
(In thousands, except share and per share data)
|
| |
WUP
(Historical)(2) |
| |
Aspirational
(Historical), as restated |
| |
Assuming No
Redemption |
| |
Assuming
Maximum Redemption |
| ||||||||||||
As of and for the Year ended December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share (1)(3)
|
| | | | N/A | | | | | $ | 0.68 | | | | | $ | 3.79 | | | | | $ | 3.50 | | |
Weighted average shares outstanding – basic
|
| | | | N/A | | | | | | 7,230,225 | | | | | | 253,992,233 | | | | | | 242,017,601 | | |
Weighted average shares outstanding – diluted
|
| | | | N/A | | | | | | 7,230,225 | | | | | | 253,992,233 | | | | | | 242,017,601 | | |
Basic net loss per share(4)(5)
|
| | | | N/A | | | | | $ | (0.24) | | | | | $ | (0.39) | | | | | $ | (0.41) | | |
Diluted net loss per share(4)(5)(6)
|
| | | | N/A | | | | | $ | (0.24) | | | | | $ | (0.39) | | | | | $ | (0.41) | | |
Company
|
| |
Projected
Revenue Multiple 2021 |
| |
Company
|
| |
Projected
Revenue Multiple 2022 |
|
Vroom, Inc. | | |
2.1
|
| | Vroom, Inc. | | |
1.3
|
|
WUP | | |
2.3
|
| | WUP | | |
1.8
|
|
Opendoor Technologies Inc.
|
| |
3.9
|
| |
Opendoor Technologies Inc.
|
| |
2.2
|
|
Lyft, Inc. | | |
4.9
|
| | Lyft, Inc. | | |
3.6
|
|
Spotify Technology S.A. | | |
5.0
|
| | Chewy, Inc | | |
3.8
|
|
Chewy, Inc | | |
5.0
|
| | Carvana Co. | | |
4.1
|
|
Uber Technologies, Inc. | | |
5.4
|
| | Uber Technologies, Inc. | | |
4.1
|
|
Carvana Co. | | |
5.7
|
| | Spotify Technology S.A. | | |
4.2
|
|
Netflix Inc. | | |
8.3
|
| | Blade Air Mobility, Inc. | | |
5.3
|
|
Blade Air Mobility, Inc. | | |
8.7
|
| | Netflix Inc. | | |
7.1
|
|
Peloton Interactive, Inc. | | |
11.2
|
| | Peloton Interactive, Inc. | | |
8.5
|
|
Airbnb, Inc. | | |
23.5
|
| | Airbnb, Inc. | | |
17.1
|
|
| | |
Year Ended December 31,
|
| |||||||||||||||||||||||||||||||||||||||||||||
($ in millions)
|
| |
2018
(Actual) |
| |
2019
(Actual) |
| |
2020
(Forecast) |
| |
2021
(Forecast) |
| |
2022
(Forecast) |
| |
2023
(Forecast) |
| |
2024
(Forecast) |
| |
2025
(Forecast) |
| ||||||||||||||||||||||||
Active Members(1)
|
| | | | 4,664 | | | | | | 5,787 | | | | | | 9,181 | | | | | | 10,807 | | | | | | 13,082 | | | | | | 16,174 | | | | | | 19,633 | | | | | | 23,521 | | |
Active Users(2)
|
| | | | 4,664 | | | | | | 5,787 | | | | | | 10,995 | | | | | | 12,853 | | | | | | 16,857 | | | | | | 22,412 | | | | | | 29,812 | | | | | | 38,994 | | |
Live Flight Legs(3)
|
| | | | 33,333 | | | | | | 38,363 | | | | | | 44,579 | | | | | | 54,704 | | | | | | 63,604 | | | | | | 74,989 | | | | | | 88,917 | | | | | | 105,045 | | |
Membership Revenue
|
| | | $ | 43 | | | | | $ | 46 | | | | | $ | 54 | | | | | $ | 62 | | | | | $ | 74 | | | | | $ | 87 | | | | | $ | 103 | | | | | $ | 121 | | |
Flight Revenue
|
| | | $ | 285 | | | | | $ | 334 | | | | | $ | 488 | | | | | $ | 662 | | | | | $ | 811 | | | | | $ | 982 | | | | | $ | 1,212 | | | | | $ | 1,495 | | |
Other Revenue
|
| | | $ | 4 | | | | | $ | 5 | | | | | $ | 148 | | | | | $ | 188 | | | | | $ | 254 | | | | | $ | 338 | | | | | $ | 421 | | | | | $ | 521 | | |
Total Revenue
|
| | | $ | 332 | | | | | $ | 385 | | | | | $ | 690 | | | | | $ | 912 | | | | | $ | 1,139 | | | | | $ | 1,407 | | | | | $ | 1,736 | | | | | $ | 2,137 | | |
YoY Growth %
|
| | | | 17.7% | | | | | | 16.0% | | | | | | 79.2% | | | | | | 32.2% | | | | | | 24.9% | | | | | | 23.5% | | | | | | 23.4% | | | | | | 23.1% | | |
Total Cost of Revenue
|
| | | $ | 283 | | | | | $ | 341 | | | | | $ | 623 | | | | | $ | 768 | | | | | $ | 934 | | | | | $ | 1,127 | | | | | $ | 1,370 | | | | | $ | 1,667 | | |
Contribution(4)
|
| | | $ | 49 | | | | | $ | 44 | | | | | $ | 67 | | | | | $ | 144 | | | | | $ | 205 | | | | | $ | 280 | | | | | $ | 366 | | | | | $ | 470 | | |
Contribution Margin(5)
|
| | | | 14.7% | | | | | | 11.5% | | | | | | 9.7% | | | | | | 16.0% | | | | | | 18.0% | | | | | | 19.9% | | | | | | 21.1% | | | | | | 22.0% | | |
Total G&A
|
| | | $ | 66 | | | | | $ | 83 | | | | | $ | 143 | | | | | $ | 188 | | | | | $ | 215 | | | | | $ | 240 | | | | | $ | 266 | | | | | $ | 292 | | |
% of Revenue
|
| | | | 19.9% | | | | | | 21.6% | | | | | | 20.7% | | | | | | 20.6% | | | | | | 18.9% | | | | | | 17.1% | | | | | | 15.3% | | | | | | 13.7% | | |
Adjusted EBITDA(6)
|
| | | $ | (14) | | | | | $ | (21) | | | | | $ | (53) | | | | | $ | (29) | | | | | $ | 8 | | | | | $ | 58 | | | | | $ | 120 | | | | | $ | 201 | | |
Capital Expenditures
|
| | | $ | (44) | | | | | $ | (35) | | | | | $ | (11) | | | | | $ | (22) | | | | | $ | (26) | | | | | $ | (26) | | | | | $ | (27) | | | | | $ | (28) | | |
| | |
WUP Options
#/$ |
| |
WUP Profits Interests
#/$ |
| |
WUP Restricted Interests
#/$ |
|
Directors | | |
287,500 / 323,128
|
| |
206,250 / 251,349
|
| |
N/A
|
|
Executive Officers
|
| |
1,975,000 / 1,992,249
|
| |
6,297,707 / 7,700,542
|
| |
2,471,741 / 11,379,706
|
|
| | |
The Cayman Constitutional Documents
|
| |
The Proposed Organizational Documents
|
|
Authorized Shares (Organizational Documents Proposal A)
|
| |
The Cayman Constitutional Documents authorize 555,000,000 shares, consisting of 500,000,000 Aspirational Class A ordinary shares, 50,000,000 Aspirational Class B ordinary shares and 5,000,000 preferred shares.
See paragraph 5 of the Existing Memorandum.
|
| |
The Proposed Organizational Documents authorize 2,525,000,000 shares, consisting of 2,500,000,000 shares of Wheels Up Class A common stock and 25,000,000 shares of Wheels Up preferred stock.
See Article Fourth, subsection(1) of the Proposed Certificate of Incorporation.
|
|
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents Proposal B)
|
| | The Cayman Constitutional Documents authorize the issuance of 5,000,000 preferred shares with such designation, rights and preferences as may be determined from time to time by Aspirational’s board of directors. Accordingly, Aspirational’s board of directors is empowered under the Cayman Constitutional | | | The Proposed Organizational Documents authorize the Wheels Up board of directors to issue all or any shares of preferred stock in one or more series and to fix for each such series such designation, vesting, powers (including voting powers), preferences and relative, participating, optional or other | |
| | |
The Cayman Constitutional Documents
|
| |
The Proposed Organizational Documents
|
|
| | |
Documents, without shareholder approval, to issue preferred shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of Aspirational to carry out a conversion of Aspirational Class B ordinary shares on the Closing Date, as contemplated by the Existing Articles).
See paragraph 5 of the Existing Memorandum and Articles 3 and 17 of the Existing Articles.
|
| |
rights (and the qualifications, limitations or restrictions thereof), as the Wheels Up board of directors may determine.
See Article Fourth, subsection (2) of the Proposed Certificate of Incorporation.
|
|
Classified Board (Organizational Documents
Proposal C) |
| |
The Cayman Constitutional Documents provide that the Aspirational board of directors shall be comprised of one class.
See Article 29 of the Existing Articles.
|
| |
The Proposed Organizational Documents provide that the Wheels Up board of directors be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term.
See Article Fifth, subsection (2) of the Proposed Certificate of Incorporation.
|
|
Corporate Name (Organizational Documents
Proposal D) |
| |
The Cayman Constitutional Documents provide that the name of the company is “Aspirational Consumer Lifestyle Corp.”
See paragraph 1 of the Existing Memorandum.
|
| |
The Proposed Organizational Documents provide that the name of the corporation will be “Wheels Up Experience Inc.”
See Article I of the Proposed Certificate of Incorporation.
|
|
Perpetual Existence (Organizational Documents Proposal D)
|
| |
The Cayman Constitutional Documents provide that if Aspirational does not consummate a business combination (as defined in the Cayman Constitutional Documents) September 25, 2022, Aspirational will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate Aspirational’s trust account.
See Article 49 of the Cayman Constitutional Documents.
|
| |
The Proposed Organizational Documents do not include any provisions relating to Wheels Up’s ongoing existence; the default under the DGCL will make Wheels Up’s existence perpetual.
Default rule under the DGCL.
|
|
| | |
The Cayman Constitutional Documents
|
| |
The Proposed Organizational Documents
|
|
Exclusive Forum (Organizational Documents
Proposal D) |
| | The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | | |
The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation.
See Article Twelfth, subsection (1) of the Proposed Certificate of Incorporation.
|
|
Restrictions on Non-U.S. Ownership
(Organizational Documents Proposal D) |
| | The Cayman Constitutional Documents do not contain provisions restricting the percentage of voting interests of Aspirational that can be owned by persons that are not “Citizens of the United States” or requirements relating to the number of directors and officers that must be “Citizens of the United States.” | | |
The Proposed Organizational Documents restrict the ability of persons that are not “Citizens of the United States” to own more than 25% of the voting power of Wheels Up and requires that Wheels Up’s chief executive officer, president, at least two-thirds of Wheels Up’s officers and at least two-thirds of the members of the Wheels Up board of directors be “Citizens of the United States.”
See Article Tenth, subsection (1) of the Proposed Certificate of Incorporation and Articles Third, Sixth and Eighth of the Proposed Bylaws.
|
|
Takeovers by Interested
Stockholders (Organizational Documents Proposal D) |
| | The Cayman Constitutional Documents do not provide restrictions on takeovers of Aspirational by a related shareholder following a business combination. | | |
The Proposed Organizational Documents do not opt out of Section 203 of the DGCL, and therefore, Wheels Up will be subject to Section 203 of the DGCL relating to takeovers by interested stockholders.
Default rule under the DGCL.
|
|
Provisions Related to Status as Blank Check Company (Organizational Documents
Proposal D) |
| |
The Cayman Constitutional Documents include various provisions related to Aspirational’s status as a blank check company prior to the consummation of a business combination.
See Article 49 of the Cayman Constitutional Documents.
|
| | The Proposed Organizational Documents do not include such provisions related to Aspirational’s status as a blank check company, which no longer will apply upon consummation of the Mergers, as Aspirational will cease to be a blank check company at such time. | |
Name of Director
|
| | ||
David Adelman
|
| | | |
Timothy Armstrong | | | | |
Chih Cheung | | | | |
Kenny Dichter | | | | |
Marc Farrell | | | | |
Admiral Michael Mullen | | | | |
Eric Phillips | | | | |
Brian Radecki | | | | |
Susan Schuman
|
| | | |
Erik Snell | | | | |
Ravi Thakran | | | | |
|
Shares transferred at Closing(1)
|
| | | | 188,500 | | |
|
Value per share
|
| | | $ | 10.00 | | |
|
Total share consideration(2)
|
| | | $ | 1,885,000 | | |
| | |
Assuming
No Redemption |
| |
%
|
| |
Assuming Maximum
Redemption |
| |
%
|
| ||||||||||||
WUP equityholders(1)(2)
|
| | | | 177,744 | | | | | | 65.0% | | | | | | 177,744 | | | | | | 68.0% | | |
Non-controlling interest(3)
|
| | | | 10,756 | | | | | | 3.9% | | | | | | 10,756 | | | | | | 4.1% | | |
Aspirational’s public shareholders(4)
|
| | | | 23,975 | | | | | | 8.8% | | | | | | 12,000 | | | | | | 4.6% | | |
Sponsor & related parties
|
| | | | 5,994 | | | | | | 2.2% | | | | | | 5,994 | | | | | | 2.3% | | |
PIPE Investors
|
| | | | 55,000 | | | | | | 20.1% | | | | | | 55,000 | | | | | | 21.0% | | |
Pro forma Wheels Up Class A common
stock at Closing |
| | | | 273,469 | | | | | | 100.0% | | | | | | 261,494 | | | | | | 100.0% | | |
(in thousands, except share amounts)
|
| |
WUP
(Historical) |
| |
Aspirational
(Historical) |
| |
Reclassification
Adjustments (Note 2) |
| |
Transaction
Accounting Adjustments (Assuming No Redemption) |
| | | | | | | |
Combined
Pro Forma (Assuming No Redemption) |
| |
Transaction
Accounting Adjustments (Assuming Maximum Redemption) |
| | | | | | | |
Combined
Pro Forma (Assuming Maximum Redemption) |
| |||||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash
|
| | | $ | — | | | | | $ | 62 | | | | | $ | (62) | | | | | $ | — | | | | | | | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | — | | |
Cash and cash equivalents
|
| | | | 215,027 | | | | | | — | | | | | | 62 | | | | | | 239,840 | | | | |
|
(A)
|
| | | | | 937,699 | | | | | | (119,746) | | | | |
|
(I)
|
| | | | | 817,953 | | |
| | | | | | | | | | | | | | | | | | | | | | | 550,000 | | | | |
|
(B)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | (8,391) | | | | |
|
(C)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | (58,366) | | | | |
|
(D)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | (373) | | | | |
|
(D)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | (100) | | | | |
|
(L)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Accounts receivable, net
|
| | | | 55,111 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 55,111 | | | | | | — | | | | | | | | | | | | 55,111 | | |
Other receivables
|
| | | | 14,283 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 14,283 | | | | | | — | | | | | | | | | | | | 14,283 | | |
Parts and supplies inventories, net
|
| | | | 7,239 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 7,239 | | | | | | — | | | | | | | | | | | | 7,239 | | |
Deferred offering costs
|
| | | | 4,147 | | | | | | — | | | | | | — | | | | | | (4,147) | | | | |
|
(D)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Prepaid expenses
|
| | | | — | | | | | | 416 | | | | | | (416) | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Prepaid expenses and other
|
| | | | 24,616 | | | | | | — | | | | | | 416 | | | | | | — | | | | | | | | | | | | 25,032 | | | | | | — | | | | | | | | | | | | 25,032 | | |
Total current assets
|
| | | | 320,423 | | | | | | 478 | | | | | | — | | | | | | 718,463 | | | | | | | | | | | | 1,039,364 | | | | | | (119,746) | | | | | | | | | | | | 919,618 | | |
Marketable securities held in trust account
|
| | | | — | | | | | | 239,840 | | | | | | — | | | | | | (239,840) | | | | |
|
(A)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Property and equipment, net
|
| | | | 319,715 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 319,715 | | | | | | — | | | | | | | | | | | | 319,715 | | |
Operating lease right-of-use assets
|
| | | | 100,300 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 100,300 | | | | | | — | | | | | | | | | | | | 100,300 | | |
Goodwill
|
| | | | 432,065 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 432,065 | | | | | | — | | | | | | | | | | | | 432,065 | | |
Intangible assets, net
|
| | | | 161,060 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 161,060 | | | | | | — | | | | | | | | | | | | 161,060 | | |
Restricted cash
|
| | | | 15,262 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 15,262 | | | | | | — | | | | | | | | | | | | 15,262 | | |
Employee loans receivable, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Other non-current assets
|
| | | | 827 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 827 | | | | | | — | | | | | | | | | | | | 827 | | |
Total assets
|
| | | | 1,349,652 | | | | | | 240,318 | | | | | | — | | | | | | 478,623 | | | | | | | | | | | | 2,068,593 | | | | | | (119,746) | | | | | | | | | | | | 1,948,847 | | |
LIABILITIES, MEZZANINE EQUITY AND EQUITY
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current maturities of long-term
debt |
| | | | 65,336 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 65,336 | | | | | | — | | | | | | | | | | | | 65,336 | | |
Promissory note
|
| | | | — | | | | | | 100 | | | | | | — | | | | | | (100) | | | | |
|
(L)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Accounts payable
|
| | | | 44,168 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 44,168 | | | | | | — | | | | | | | | | | | | 44,168 | | |
Accrued offering costs
|
| | | | — | | | | | | 373 | | | | | | — | | | | | | (373) | | | | |
|
(D)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Accrued expenses
|
| | | | 76,296 | | | | | | 3,866 | | | | | | — | | | | | | — | | | | | | | | | | | | 80,162 | | | | | | — | | | | | | | | | | | | 80,162 | | |
Deferred revenue, current
|
| | | | 588,978 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 588,978 | | | | | | — | | | | | | | | | | | | 588,978 | | |
Operating lease liabilities, current
|
| | | | 27,856 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 27,856 | | | | | | — | | | | | | | | | | | | 27,856 | | |
Intangible liabilities, current
|
| | | | 2,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 2,000 | | | | | | — | | | | | | | | | | | | 2,000 | | |
Other current liabilities
|
| | | | 15,955 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 15,955 | | | | | | — | | | | | | | | | | | | 15,955 | | |
Total current liabilities
|
| | | | 820,589 | | | | | | 4,339 | | | | | | — | | | | | | (473) | | | | | | | | | | | | 824,455 | | | | | | — | | | | | | | | | | | | 824,455 | | |
Long-term debt
|
| | | | 136,804 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 136,804 | | | | | | — | | | | | | | | | | | | 136,804 | | |
Deferred revenue, non-current
|
| | | | 1,961 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,961 | | | | | | — | | | | | | | | | | | | 1,961 | | |
Warant liability
|
| | | | — | | | | | | 17,780 | | | | | | — | | | | | | — | | | | | | | | | | | | 17,780 | | | | | | — | | | | | | | | | | | | 17,780 | | |
Deferred underwriting fee payable
|
| | | | — | | | | | | 8,391 | | | | | | — | | | | | | (8,391) | | | | |
|
(C)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
(in thousands, except share amounts)
|
| |
WUP
(Historical) |
| |
Aspirational
(Historical) |
| |
Reclassification
Adjustments (Note 2) |
| |
Transaction
Accounting Adjustments (Assuming No Redemption) |
| | | | | | | |
Combined
Pro Forma (Assuming No Redemption) |
| |
Transaction
Accounting Adjustments (Assuming Maximum Redemption) |
| | | | | | | |
Combined
Pro Forma (Assuming Maximum Redemption) |
| |||||||||||||||||||||
Operating lease liabilities,
non-current |
| | | | 77,993 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 77,993 | | | | | | — | | | | | | | | | | | | 77,993 | | |
Deferred income taxes, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | 102 | | | | |
|
(K)
|
| | | | | 102 | | | | | | — | | | | | | | | | | | | 102 | | |
Intangible liabilities, non-current
|
| | | | 15,583 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 15,583 | | | | | | — | | | | | | | | | | | | 15,583 | | |
Other non-current liabilities
|
| | | | 3,522 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 3,522 | | | | | | — | | | | | | | | | | | | 3,522 | | |
Total liabilities
|
| | | | 1,056,452 | | | | | | 30,510 | | | | | | — | | | | | | (8,762) | | | | | | | | | | | | 1,078,200 | | | | | | — | | | | | | | | | | | | 1,078,200 | | |
Mezzanine equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares
|
| | | | — | | | | | | 239,840 | | | | | | — | | | | | | (239,840) | | | | |
|
(E)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Shareholders’ Equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preference shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class A ordinary shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class B ordinary shares
|
| | | | — | | | | | | 1 | | | | | | — | | | | | | (1) | | | | |
|
(G)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | 6 | | | | |
|
(B)
|
| | | | | 27 | | | | | | (2) | | | | |
|
(I)
|
| | | | | 25 | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | |
|
(E)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | |
|
(G)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | 19 | | | | |
|
(F)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class A preferred interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
(F)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class B preferred interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
(F)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class C preferred interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
(F)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class D preferred interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
(F)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class E preferred interests
|
| | | | 369,354 | | | | | | — | | | | | | — | | | | | | (369,354) | | | | |
|
(F)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Common interests
|
| | | | 39,131 | | | | | | — | | | | | | — | | | | | | (39,131) | | | | |
|
(F)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Common restricted interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
(F)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Common profits interests
|
| | | | 9,211 | | | | | | — | | | | | | — | | | | | | (9,211) | | | | |
|
(J)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Common stock options
|
| | | | 5,635 | | | | | | — | | | | | | — | | | | | | (5,635) | | | | |
|
(F)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | | | | | — | | | | | | 549,995 | | | | |
|
(B)
|
| | | | | 1,146,621 | | | | | | (119,744) | | | | |
|
(I)
|
| | | | | 1,026,877 | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | 239,838 | | | | |
|
(E)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | (102) | | | | |
|
(K)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | (1,554) | | | | |
|
(H)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | (58,366) | | | | |
|
(D)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | (4,147) | | | | |
|
(D)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | 406,582 | | | | |
|
(F)(J)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | 14,375 | | | | |
|
(F)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Accumulated deficit
|
| | | | (130,131) | | | | | | (30,033) | | | | | | — | | | | | | 1,554 | | | | |
|
(H)
|
| | | | | (172,985) | | | | | | — | | | | | | | | | | | | (172,985) | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | (14,375) | | | | |
|
(F)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total WUP members’ equity and Aspirational shareholders’
equity |
| | | | 293,200 | | | | | | (30,032) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total shareholders’ equity
|
| | | | — | | | | | | — | | | | | | — | | | | | | 710,495 | | | | | | | | | | | | 973,663 | | | | | | (119,746) | | | | | | | | | | | | 853,917 | | |
Non-controlling interest
|
| | | | — | | | | | | — | | | | | | — | | | | | | 16,730 | | | | |
|
(J)
|
| | | | | 16,730 | | | | | | — | | | | |
|
(J)
|
| | | | | 16,730 | | |
Total equity (deficit)
|
| | | | 293,200 | | | | | | (30,032) | | | | | | — | | | | | | 727,225 | | | | | | | | | | | | 990,393 | | | | | | (119,746) | | | | | | | | | | | | 870,647 | | |
Total liabilities, mezzanine equity and equity
|
| | | $ | 1,349,652 | | | | | $ | 240,318 | | | | | $ | — | | | | | $ | 478,623 | | | | | | | | | | | $ | 2,068,593 | | | | | $ | (119,746) | | | | | | | | | | | $ | 1,948,847 | | |
|
(in thousands, except share and per share amounts)
|
| |
WUP
(Historical) |
| |
Aspirational
(Historical) |
| |
Transaction
Accounting Adjustments (Assuming No and Maximum Redemption) |
| | | | | | | |
Combined
Pro Forma (Assuming No Redemption) |
| | | | | | | |
Combined
Pro Forma (Assuming Maximum Redemption) |
| | | | | | | |||||||||||||||
Revenue
|
| | | $ | 261,657 | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | 261,657 | | | | | | | | | | | $ | 261,657 | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Formation and operational costs
|
| | | | — | | | | | | 3,705 | | | | | | — | | | | | | | | | | | | 3,705 | | | | | | | | | | | | 3,705 | | | | | | | | |
Cost of revenue
|
| | | | 234,508 | | | | | | — | | | | | | — | | | | | | | | | | | | 234,508 | | | | | | | | | | | | 234,508 | | | | | | | | |
Technology and development
|
| | | | 7,024 | | | | | | — | | | | | | — | | | | | | | | | | | | 7,024 | | | | | | | | | | | | 7,024 | | | | | | | | |
Sales and marketing
|
| | | | 15,794 | | | | | | — | | | | | | — | | | | | | | | | | | | 15,794 | | | | | | | | | | | | 15,794 | | | | | | | | |
General and administrative
|
| | | | 18,168 | | | | | | — | | | | | | 2,875 | | | | |
|
(F)
|
| | | | | 21,043 | | | | | | | | | | | | 21,043 | | | | | | | | |
Depreciation and amortization
|
| | | | 13,831 | | | | | | — | | | | | | — | | | | | | | | | | | | 13,831 | | | | | | | | | | | | 13,831 | | | | | | | | |
Total costs and expenses
|
| | | | 289,325 | | | | | | 3,705 | | | | | | 2,875 | | | | | | | | | | | | 295,905 | | | | | | | | | | | | 295,905 | | | | | | | | |
Loss from operations
|
| | | | (27,668) | | | | | | (3,705) | | | | | | (2,875) | | | | | | | | | | | | (34,248) | | | | | | | | | | | | (34,248) | | | | | | | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest earned on marketable securities held in trust account
|
| | | | — | | | | | | 45 | | | | | | (45) | | | | |
|
(AA)
|
| | | | | — | | | | | | | | | | | | — | | | | | | | | |
Interest income
|
| | | | 12 | | | | | | — | | | | | | — | | | | | | | | | | | | 12 | | | | | | | | | | | | 12 | | | | | | | | |
Interest expense
|
| | | | (4,557) | | | | | | — | | | | | | — | | | | | | | | | | | | (4,557) | | | | | | | | | | | | (4,557) | | | | | | | | |
Change in fair value of warrant liability
|
| | | | — | | | | | | (4,507) | | | | | | — | | | | | | | | | | | | (4,507) | | | | | | | | | | | | (4,507) | | | | | | | | |
Total other expense
|
| | | | (4,545) | | | | | | (4,462) | | | | | | (45) | | | | | | | | | | | | (9,052) | | | | | | | | | | | | (9,052) | | | | | | | | |
Loss before income taxes
|
| | | | (32,213) | | | | | | (8,167) | | | | | | (2,920) | | | | | | | | | | | | (43,300) | | | | | | | | | | | | (43,300) | | | | | | | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | | | |
|
(BB)
|
| | | | | — | | | | | | | | | | | | — | | | | | | | | |
Net loss
|
| | | | (32,213) | | | | | | (8,167) | | | | | | (2,920) | | | | | | | | | | | | (43,300) | | | | | | | | | | | | (43,300) | | | | | | | | |
Net loss attributable to non-controlling interest
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (1,703) | | | | |
|
(CC)
|
| | | | | (1,781) | | | | |
|
(CC)
|
| |
Net loss attributable to controlling interest
|
| | | $ | (32,213) | | | | | $ | (8,167) | | | | | $ | (2,920) | | | | | | | | | | | $ | (41,597) | | | | | | | | | | | $ | (41,519) | | | | | | | | |
| | | | | | | | | | | | | | |
Assuming No
Redemption |
| |
Assuming
Maximum Redemption |
| ||||||
Weighted average shares outstanding of common stock – basic
|
| | | | N/A | | | | | | 6,927,636 | | | | | | 253,992,233 | | | | | | 242,017,601 | | |
Weighted average shares outstanding of common stock – diluted
|
| | | | N/A | | | | | | 6,927,636 | | | | | | 253,992,233 | | | | | | 242,017,601 | | |
Basic net loss per share
|
| | | | N/A | | | | | $ | (1.18) | | | | | $ | (0.17) | | | | | $ | (0.18) | | |
Diluted net loss per share
|
| | | | N/A | | | | | $ | (1.18) | | | | | $ | (0.17) | | | | | $ | (0.18) | | |
(in thousands, except share and per share
amounts) |
| |
WUP
(Historical) |
| |
DPJ
(Historical from 1/1/20 to 1/17/20) |
| |
WUP
Combined Pro Forma |
| |
Aspirational
(Historical from 7/7/20 to 12/31/20, As Restated) |
| |
Transaction
Accounting Adjustments (Assuming No and Maximum Redemption) |
| | | | | | | |
Combined
Pro Forma (Assuming No Redemption) |
| | | | | | | |
Combined
Pro Forma (Assuming Maximum Redemption) |
| | | | | | | |||||||||||||||||||||
Revenue
|
| | | $ | 694,981 | | | | | $ | 11,096 | | | | | $ | 706,077 | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | 706,077 | | | | | | | | | | | $ | 706,077 | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Formation and operational
costs |
| | | | — | | | | | | — | | | | | | — | | | | | | 2,114 | | | | | | — | | | | | | | | | | | | 2,114 | | | | | | | | | | | | 2,114 | | | | | | | | |
Cost of revenue
|
| | | | 634,775 | | | | | | 11,329 | | | | | | 646,104 | | | | | | — | | | | | | — | | | | | | | | | | | | 646,104 | | | | | | | | | | | | 646,104 | | | | | | | | |
Technology and development
|
| | | | 21,010 | | | | | | — | | | | | | 21,010 | | | | | | — | | | | | | — | | | | | | | | | | | | 21,010 | | | | | | | | | | | | 21,010 | | | | | | | | |
Sales and marketing
|
| | | | 55,124 | | | | | | 135 | | | | | | 55,259 | | | | | | — | | | | | | — | | | | | | | | | | | | 55,259 | | | | | | | | | | | | 55,259 | | | | | | | | |
General and administrative
|
| | | | 64,885 | | | | | | 913 | | | | | | 65,798 | | | | | | — | | | | | | 11,500 | | | | |
|
(F)
|
| | | | | 77,298 | | | | | | | | | | | | 77,298 | | | | | | | | |
Depreciation and amortization
|
| | | | 58,529 | | | | | | 15 | | | | | | 58,544 | | | | | | — | | | | | | — | | | | | | | | | | | | 58,544 | | | | | | | | | | | | 58,544 | | | | | | | | |
CARES Act grant
|
| | | | (76,376) | | | | | | | | | | | | (76,376) | | | | | | | | | | | | | | | | | | | | | | | | (76,376) | | | | | | | | | | | | (76,376) | | | | | | | | |
Total costs and expenses
|
| | | | 757,947 | | | | | | 12,392 | | | | | | 770,339 | | | | | | 2,114 | | | | | | 11,500 | | | | | | | | | | | | 783,953 | | | | | | | | | | | | 783,953 | | | | | | | | |
Loss from operations
|
| | | | (62,966) | | | | | | (1,296) | | | | | | (64,262) | | | | | | (2,114) | | | | | | (11,500) | | | | | | | | | | | | (77,876) | | | | | | | | | | | | (77,876) | | | | | | | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest earned on marketable securities
held in trust account |
| | | | — | | | | | | — | | | | | | — | | | | | | 50 | | | | | | (50) | | | | |
|
(AA)
|
| | | | | — | | | | | | | | | | | | — | | | | | | | | |
Interest income
|
| | | | 550 | | | | | | 124 | | | | | | 674 | | | | | | — | | | | | | — | | | | | | | | | | | | 674 | | | | | | | | | | | | 674 | | | | | | | | |
Interest expense
|
| | | | (22,989) | | | | | | — | | | | | | (22,989) | | | | | | — | | | | | | — | | | | | | | | | | | | (22,989) | | | | | | | | | | | | (22,989) | | | | | | | | |
Change in fair value of warrant
liability |
| | | | — | | | | | | — | | | | | | — | | | | | | 407 | | | | | | — | | | | | | | | | | | | 407 | | | | | | | | | | | | 407 | | | | | | | | |
Unrealized loss on marketable securities
held in trust account |
| | | | — | | | | | | — | | | | | | — | | | | | | (1) | | | | | | 1 | | | | |
|
(AA)
|
| | | | | — | | | | | | | | | | | | — | | | | | | | | |
Total other expense
|
| | | | (22,439) | | | | | | 124 | | | | | | (22,315) | | | | | | 456 | | | | | | (49) | | | | | | | | | | | | (21,908) | | | | | | | | | | | | (21,908) | | | | | | | | |
Loss before income taxes
|
| | | | (85,405) | | | | | | (1,172) | | | | | | (86,577) | | | | | | (1,658) | | | | | | (11,549) | | | | | | | | | | | | (99,784) | | | | | | | | | | | | (99,784) | | | | | | | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
(BB)
|
| | | | | — | | | | | | | | | | | | — | | | | | | | | |
Net loss
|
| | | | (85,405) | | | | | | (1,172) | | | | | | (86,577) | | | | | | (1,658) | | | | | | (11,549) | | | | | | | | | | | | (99,784) | | | | | | | | | | | | (99,784) | | | | | | | | |
Net loss attributable to non-controlling
interest |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (3,925) | | | | |
|
(DD)
|
| | | | | (4,104) | | | | |
|
(DD)
|
| |
Net loss attributable to controlling interest
|
| | | $ | (85,405) | | | | | $ | (1,172) | | | | | $ | (86,577) | | | | | $ | (1,658) | | | | | $ | (11,549) | | | | | | | | | | | $ | (95,859) | | | | | | | | | | | $ | (95,680) | | | | | | | | |
| | | | | | | | | | | | | | |
Assuming No
Redemption |
| |
Assuming
Maximum Redemption |
| ||||||
Weighted average shares outstanding of common stock – basic
|
| | | | N/A | | | | | | 7,230,225 | | | | | | 253,992,233 | | | | | | 242,017,601 | | |
Weighted average shares outstanding of common stock – diluted
|
| | | | N/A | | | | | | 7,230,225 | | | | | | 253,992,233 | | | | | | 242,017,601 | | |
Basic net loss per share
|
| | | | N/A | | | | | $ | (0.24) | | | | | $ | (0.39) | | | | | $ | (0.41) | | |
Diluted net loss per share
|
| | | | N/A | | | | | $ | (0.24) | | | | | $ | (0.39) | | | | | $ | (0.41) | | |
| Pro forma loss before income taxes | | | | | | | |
|
Assuming no redemption
|
| | | $ | 43,300 | | |
|
Assuming maximum redemption
|
| | | $ | 43,300 | | |
|
Pro forma loss attributable to non-controlling interest
|
| | |||||
|
Assuming no redemption (3.9%)
|
| | | $ | (1,703) | | |
|
Assuming maximum redemption (4.1%)
|
| | | $ | (1,781) | | |
| Pro forma loss before income taxes | | | | | | | |
|
Assuming no redemption
|
| | | $ | (99,784) | | |
|
Assuming maximum redemption
|
| | | $ | (99,784) | | |
|
Pro forma loss attributable to non-controlling interest
|
| | | | | | |
|
Assuming no redemption (3.9%)
|
| | | $ | (3,925) | | |
|
Assuming maximum redemption (4.1%)
|
| | | $ | (4,104) | | |
Three Months Ended March 31, 2021
|
| |
Assuming No
Redemption |
| |
Assuming Maximum
Redemption |
| ||||||
Pro forma net loss
|
| | | $ | 43,300 | | | | | $ | 43,300 | | |
Weighted average shares outstanding of common stock
|
| | | | 253,992,233 | | | | | | 242,017,601 | | |
Net loss per share (Basic and Diluted) attributable to common stockholders
|
| | | $ | (0.17) | | | | | $ | (0.18) | | |
Year Ended December 31, 2020
|
| |
Assuming No
Redemption |
| |
Assuming Maximum
Redemption |
| ||||||
Pro forma net loss
|
| | | | (99,784) | | | | | | (99,784) | | |
Weighted average shares outstanding of common stock
|
| | | | 253,992,233 | | | | | | 242,017,601 | | |
Net loss per share (basic and diluted) attributable to common shareholders (1)(2)(3)(4)
|
| | | $ | (0.39) | | | | | $ | (0.41) | | |
|
Name
|
| |
Age
|
| |
Position
|
|
| Ravi Thakran | | |
58
|
| | Chairman and Chief Executive Officer | |
| Mark Bedingham | | |
65
|
| | Vice Chairman | |
| Lisa Myers | | |
53
|
| | President | |
| Leo Austin | | |
48
|
| | Director | |
| Neil Jacobs | | |
69
|
| | Director | |
| Frank Newman | | |
78
|
| | Director | |
| | |
Three Months Ended March 31,
|
| |
Year Ended December 31,
|
| | | | | | | | | | ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| | | | |||||||||||||||||||||
Net loss
|
| | | $ | (32,213) | | | | | $ | (44,474) | | | | | $ | (85,405) | | | | | $ | (106,873) | | | | | $ | (83,237) | | | | | | ||||||
Add back (deduct) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Interest expense
|
| | | | 4,557 | | | | | | 6,411 | | | | | | 22,989 | | | | | | 29,360 | | | | | | 31,691 | | | | | | ||||||
Interest income
|
| | | | (12) | | | | | | (417) | | | | | | (550) | | | | | | (615) | | | | | | (935) | | | | | | ||||||
Depreciation and amortization
|
| | | | 13,831 | | | | | | 14,194 | | | | | | 58,529 | | | | | | 39,352 | | | | | | 35,226 | | | | | | ||||||
Equity-based compensation expense
|
| | | | 1,414 | | | | | | 584 | | | | | | 3,342 | | | | | | 1,882 | | | | | | 2,289 | | | | | | ||||||
Public company readiness expense(1)
|
| | | | 473 | | | | | | 158 | | | | | | 1,801 | | | | | | 1,628 | | | | | | — | | | | | | ||||||
Acquisition, integration, and capital raise expenses(2)
|
| | | | 3,257 | | | | | | 6,191 | | | | | | 14,575 | | | | | | 14,298 | | | | | | 483 | | | | | | ||||||
CARES Act grant
|
| | | | — | | | | | | — | | | | | | (76,376) | | | | | | — | | | | | | — | | | | | | ||||||
COVID-19 response initiatives(3)
|
| | | | — | | | | | | — | | | | | | 1,192 | | | | | | — | | | | | | — | | | | | | ||||||
Credit loss on employee loan(4)
|
| | | | — | | | | | | — | | | | | | 5,448 | | | | | | — | | | | | | — | | | | | | ||||||
Corporate headquarters relocation expense(5)
|
| | | | 31 | | | | | | 298 | | | | | | 2,092 | | | | | | — | | | | | | — | | | | | | ||||||
Adjusted EBITDA
|
| | | $ | (8,662) | | | | | $ | (17,055) | | | | | $ | (52,363) | | | | | $ | (20,968) | | | | | $ | (14,483) | | | | | |
| | |
Three Months Ended March 31,
|
| |
Year Ended December 31,
|
| | | | | | | | | | ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| | | | |||||||||||||||||||||
Revenue
|
| | | $ | 261,657 | | | | | $ | 156,096 | | | | | $ | 694,981 | | | | | $ | 384,912 | | | | | $ | 332,144 | | | | | | ||||||
Less: Cost of revenue
|
| | | | (234,508) | | | | | | (147,958) | | | | | | (634,775) | | | | | | (340,673) | | | | | | (283,231) | | | | | | ||||||
Less: Depreciation and amortization
|
| | | | (13,831) | | | | | | (14,194) | | | | | | (58,529) | | | | | | (39,352) | | | | | | (35,226) | | | | | | ||||||
Gross profit (loss)
|
| | | | 13,318 | | | | | | (6,056) | | | | | $ | 1,677 | | | | | $ | 4,887 | | | | | $ | 13,687 | | | | | | ||||||
Gross margin
|
| | | | 5.1% | | | | | | (3.9)% | | | | | | 0.2% | | | | | | 1.3% | | | | | | 4.1% | | | | | | ||||||
Add back: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Depreciation and amortization
|
| | | | 13,831 | | | | | | 14,194 | | | | | | 58,529 | | | | | | 39,352 | | | | | | 35,226 | | | | | | ||||||
Contribution
|
| | | $ | 27,149 | | | | | $ | 8,138 | | | | | $ | 60,206 | | | | | $ | 44,239 | | | | | $ | 48,913 | | | | | | ||||||
Contribution margin
|
| | | | 10.4% | | | | | | 5.2% | | | | | | 8.7% | | | | | | 11.5% | | | | | | 14.7% | | | | | |
| | |
As of March 31,
|
| | | | | | | |
As of December 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
% Change
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||||||||
Active Members
|
| | | | 9,896 | | | | | | 6,324 | | | | | | 56% | | | | | | 9,212 | | | | | | 5,787 | | | | | | 4,667 | | |
Active Users
|
| | | | 10,742 | | | | | | 8,149 | | | | | | 32% | | | | | | 11,345 | | | | | | 5,787 | | | | | | 4,667 | | |
| | |
Three Months Ended March 31,
|
| | | | | | | |
Year Ended of December 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
% Change
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||||||||
Live Flight Legs
|
| | | | 15,278 | | | | | | 11,770 | | | | | | 30% | | | | | | 44,579 | | | | | | 38,363 | | | | | | 33,333 | | |
| | |
Three Months Ended March 31,
|
| |
Change in
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Revenue
|
| | | $ | 261,657 | | | | | $ | 156,096 | | | | | $ | 105,561 | | | | | | 68% | | |
Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 234,508 | | | | | | 147,958 | | | | | | 86,550 | | | | | | 58% | | |
Technology and development
|
| | | | 7,024 | | | | | | 4,852 | | | | | | 2,172 | | | | | | 45% | | |
Sales and marketing
|
| | | | 15,794 | | | | | | 13,651 | | | | | | 2,143 | | | | | | 16% | | |
General and administrative
|
| | | | 18,168 | | | | | | 13,921 | | | | | | 4,247 | | | | | | 31% | | |
Depreciation and amortization
|
| | | | 13,831 | | | | | | 14,194 | | | | | | (363) | | | | | | (3)% | | |
Total cost and expenses
|
| | | | 289,325 | | | | | | 194,576 | | | | | | 94,749 | | | | | | 49% | | |
Loss from operations
|
| | | | (27,668) | | | | | | (38,480) | | | | | | 10,812 | | | | | | (28)% | | |
Interest income
|
| | | | 12 | | | | | | 417 | | | | | | (405) | | | | | | (97)% | | |
Interest expense
|
| | | | (4,557) | | | | | | (6,411) | | | | | | 1,854 | | | | | | (29)% | | |
Net loss
|
| | | $ | (32,213) | | | | | $ | (44,474) | | | | | $ | 12,261 | | | | | | (28)% | | |
| | |
Three Months Ended March 31,
|
| |
Change in
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Flight
|
| | | $ | 190,474 | | | | | $ | 119,636 | | | | | $ | 70,838 | | | | | | 59% | | |
Membership
|
| | | | 14,974 | | | | | | 13,319 | | | | | | 1,655 | | | | | | 12% | | |
Aircraft management
|
| | | | 50,880 | | | | | | 20,788 | | | | | | 30,092 | | | | | | 145% | | |
Other
|
| | | | 5,329 | | | | | | 2,353 | | | | | | 2,976 | | | | | | 126% | | |
Total
|
| | | $ | 261,657 | | | | | $ | 156,096 | | | | | $ | 105,561 | | | | | | 68% | | |
| | |
Year Ended December 31,
|
| |
Change in
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | 694,981 | | | | | $ | 384,912 | | | | | $ | 310,069 | | | | | | 81% | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 634,775 | | | | | | 340,673 | | | | | | 294,102 | | | | | | 86% | | |
Technology and development
|
| | | | 21,010 | | | | | | 13,965 | | | | | | 7,045 | | | | | | 50% | | |
Sales and marketing
|
| | | | 55,124 | | | | | | 40,624 | | | | | | 14,500 | | | | | | 36% | | |
General and administrative
|
| | | | 64,885 | | | | | | 28,426 | | | | | | 36,459 | | | | | | 128% | | |
Depreciation and amortization
|
| | | | 58,529 | | | | | | 39,352 | | | | | | 19,177 | | | | | | 49% | | |
CARES Act grant
|
| | | | (76,376) | | | | | | — | | | | | | (76,376) | | | | | | N/A | | |
Total costs and expenses
|
| | | | 757,947 | | | | | | 463,040 | | | | | | 294,907 | | | | | | 64% | | |
Loss from operations
|
| | | | (62,966) | | | | | | (78,128) | | | | | | 15,162 | | | | | | (19)% | | |
Interest income
|
| | | | 550 | | | | | | 615 | | | | | | (65) | | | | | | (11)% | | |
Interest expense
|
| | | | (22,989) | | | | | | (29,360) | | | | | | 6,371 | | | | | | (22)% | | |
Net loss
|
| | | $ | (85,405) | | | | | $ | (106,873) | | | | | $ | 21,468 | | | | | | (20)% | | |
| | |
Year Ended December 31,
|
| |
Change in
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Flight
|
| | | $ | 495,419 | | | | | $ | 334,263 | | | | | $ | 161,156 | | | | | | 48% | | |
Membership
|
| | | | 54,622 | | | | | | 45,868 | | | | | | 8,754 | | | | | | 19% | | |
Aircraft management
|
| | | | 132,729 | | | | | | — | | | | | | 132,729 | | | | | | N/A | | |
Other
|
| | | | 12,211 | | | | | | 4,781 | | | | | | 7,430 | | | | | | 155% | | |
Total
|
| | | $ | 694,981 | | | | | $ | 384,912 | | | | | $ | 310,069 | | | | | | 81% | | |
| | |
Year Ended December 31,
|
| |
Change in
|
| ||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
$
|
| |
%
|
| ||||||||||||
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | 384,912 | | | | | $ | 332,144 | | | | | $ | 52,768 | | | | | | 16% | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 340,673 | | | | | | 283,231 | | | | | $ | 57,442 | | | | | | 20% | | |
Technology and development
|
| | | | 13,965 | | | | | | 8,203 | | | | | $ | 5,762 | | | | | | 70% | | |
Sales and marketing
|
| | | | 40,624 | | | | | | 42,048 | | | | | $ | (1,424) | | | | | | (3)% | | |
General and administrative
|
| | | | 28,426 | | | | | | 15,917 | | | | | $ | 12,509 | | | | | | 79% | | |
Depreciation and amortization
|
| | | | 39,352 | | | | | | 35,226 | | | | | $ | 4,126 | | | | | | 12% | | |
Total costs and expenses
|
| | | | 463,040 | | | | | | 384,625 | | | | | | 78,415 | | | | | | 20% | | |
Loss from operations
|
| | | | (78,128) | | | | | | (52,481) | | | | | $ | (25,647) | | | | | | 49% | | |
Interest income
|
| | | | 615 | | | | | | 935 | | | | | $ | (320) | | | | | | (34)% | | |
Interest expense
|
| | | | (29,360) | | | | | | (31,691) | | | | | $ | 2,331 | | | | | | (7)% | | |
Net loss
|
| | | $ | (106,873) | | | | | $ | (83,237) | | | | | $ | (23,636) | | | | | | 28% | | |
| | |
Year Ended December 31,
|
| |
Change in
|
| ||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
$
|
| |
%
|
| ||||||||||||
Flight
|
| | | | 334,263 | | | | | | 284,660 | | | | | | 49,603 | | | | | | 17% | | |
Membership
|
| | | | 45,868 | | | | | | 43,043 | | | | | | 2,825 | | | | | | 7% | | |
Other
|
| | | | 4,781 | | | | | | 4,441 | | | | | | 340 | | | | | | 8% | | |
Total
|
| | | | 384,912 | | | | | | 332,144 | | | | | | 52,768 | | | | | | 16% | | |
| | |
Three Months Ended March 31,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
Net cash (used in) provided by operating activities
|
| | | $ | (84,720) | | | | | $ | (47,487) | | | | | $ | 209,644 | | | | | $ | (24,879) | | | | | $ | (3,302) | | |
Net cash provided by (used in) investing
activities |
| | | $ | 2,919 | | | | | $ | 94,230 | | | | | $ | 81,580 | | | | | $ | (41,316) | | | | | $ | (21,562) | | |
Net cash (used in) provided by financing activities
|
| | | $ | (12,786) | | | | | $ | (9,269) | | | | | $ | (62,788) | | | | | $ | 87,383 | | | | | $ | (33,230) | | |
Net increase (decrease) in cash and cash
equivalents |
| | | $ | (94,587) | | | | | $ | 37,474 | | | | | $ | 228,436 | | | | | $ | 21,188 | | | | | $ | (58,094) | | |
Name
|
| |
Age*
|
| |
Position
|
|
Executive Officers | | | | | | | |
Kenny Dichter | | |
53
|
| |
Chief Executive Officer and Chairman of the Board
|
|
Lee Applbaum | | |
50
|
| | Chief Marketing Officer | |
Thomas W. Bergeson | | |
58
|
| | Chief Operating Officer | |
Vinayak Hegde | | |
51
|
| | Chief Marketplace Officer | |
Laura Heltebran | | |
56
|
| | Chief Legal Officer | |
Jason Horowitz | | |
50
|
| | Chief Business Officer | |
Eric Jacobs | | |
54
|
| | Chief Financial Officer | |
Francesca Molinari | | |
51
|
| | Chief People Officer | |
Non-Employee Directors | | | | | | | |
David Adelman(2)(3) | | |
49
|
| | Director | |
Timothy Armstrong(3) | | |
50
|
| | Director | |
Chih Cheung(1) | | |
50
|
| | Director | |
Marc Farrell(1) | | |
38
|
| | Director | |
Admiral Michael Mullen(2)(4) | | |
64
|
| | Director | |
Eric Phillips(4) | | |
50
|
| | Director | |
Brian Radecki(1) | | |
50
|
| | Director | |
Susan Schuman(2)(3) | | |
62
|
| | Director | |
Erik Snell(4) | | |
44
|
| | Director | |
Ravi Thakran | | |
58
|
| | Director | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(2) |
| |
Bonus
($) |
| |
Stock
Awards ($)(5) |
| |
Option
Awards ($)(7) |
| |
Non-Equity
Plan Compensation ($)(8) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
Kenny Dichter
Founder & Chief Executive Officer |
| | | | 2020 | | | | | | 842,212 | | | | | | 175,000(4) | | | | | | 3,045,445(6) | | | | | | — | | | | | | 1,900,000 | | | | | | 893,309(9) | | | | | | 6,855,966 | | |
Eric Jacobs(1)
Chief Financial Officer |
| | | | 2020 | | | | | | 450,793 | | | | | | — | | | | | | — | | | | | | — | | | | | | 475,000 | | | | | | 84,414(10) | | | | | | 1,010,207 | | |
Jason K. Horowitz
Chief Business Officer |
| | | | 2020 | | | | | | 450,793 | | | | | | — | | | | | | 1,125,000 | | | | | | — | | | | | | 475,000 | | | | | | 44,683(11) | | | | | | 2,095,476 | | |
Lee Applbaum
Chief Marketing Officer |
| | | | 2020 | | | | | | 57,885(3) | | | | | | — | | | | | | — | | | | | | 2,059,800 | | | | | | —(3) | | | | | | —(12) | | | | | | 2,117,685 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable(1) |
| |
Option
Exercise Price |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Share or Units of Stock That Have Not Vested ($)(5) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) |
| ||||||||||||||||||||||||
Kenny Dichter
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,517,307(2) | | | | | | 9,826,853 | | | | | | 5,136,963 | | | | | | 20,547,852 | | |
Eric Jacobs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,960,000(3) | | | | | | 1,489,600 | | | | | | 2,750,000 | | | | | | 11,000,000 | | |
Jason Horowitz
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 611,000(4) | | | | | | 464,360 | | | | | | 2,000,000 | | | | | | 8,000,000 | | |
Lee Applbaum
|
| | | | 0 | | | | | | 75,000 | | | | | $ | 3.48 | | | | | | 10/13/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 0 | | | | | | 2,500,000 | | | | | $ | 3.48 | | | | | | 11/2/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name
|
| |
Option
Awards ($)(1) |
| |
All Other
Compensation ($)(2) |
| |
Total
($) |
| |||||||||
David Adelman
|
| | | | 114,600 | | | | | | — | | | | | | 114,600 | | |
Timothy Armstrong
|
| | | | 76,400 | | | | | | 6,026 | | | | | | 82,426 | | |
Chih Cheung
|
| | | | 76,400 | | | | | | 29,557 | | | | | | 105,957 | | |
Alan Goldfarb
|
| | | | 76,400 | | | | | | 21,836 | | | | | | 98,236 | | |
Eric Phillips
|
| | | | — | | | | | | — | | | | | | — | | |
Brian Radecki
|
| | | | 95,500 | | | | | | 22,383 | | | | | | 117,883 | | |
Erik Snell
|
| | | | — | | | | | | — | | | | | | — | | |
| | |
Pre-Business Combination and PIPE Investment
|
| |
Post-Business Combination and PIPE Investment
|
| ||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Assuming No
Redemption |
| |
Assuming Redemption
|
| ||||||||||||||||||
Name and Address of
Beneficial Owner(1) |
| |
Number of
Aspirational Ordinary Shares(2) |
| |
% of
Aspirational Class A Ordinary Shares |
| |
% of
Aspirational Class B Ordinary Shares |
| |
% of
Aspirational Ordinary Shares |
| |
Number of Shares
of Wheels Up Common Stock |
| |
%(3)
|
| |
Number of
Shares of Wheels Up Common Stock |
| |
%(3)
|
| ||||||||||||||||||||||||
5% Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Aspirational Consumer Lifestyle Sponsor LLC(4)
|
| | | | 5,918,658 | | | | | | — | | | | | | 98.8% | | | | | | 19.8% | | | | | | 5,918,658 | | | | | | 2.3% | | | | | | 5,918,658 | | | | | | 2.4% | | |
Liber Pater LLC(4)
|
| | | | 5,918,658 | | | | | | — | | | | | | 98.8% | | | | | | 19.8% | | | | | | 5,918,658 | | | | | | 2.3% | | | | | | 5,918,658 | | | | | | 2.4% | | |
Entities affiliated with Millennium Management LLC(5)
|
| | | | 1,566,449 | | | | | | 6.5% | | | | | | — | | | | | | 5.2% | | | | | | 1,566,449 | | | | | | * | | | | | | 1,566,449 | | | | | | * | | |
Entities affiliated with RP Investment Advisors
LP(6) |
| | | | 1,350,000 | | | | | | 5.6% | | | | | | — | | | | | | 4.5% | | | | | | 1,350,000 | | | | | | * | | | | | | 1,350,000 | | | | | | * | | |
Periscope Capital Inc.(7)
|
| | | | 1,259,300 | | | | | | 5.3% | | | | | | — | | | | | | 4.2% | | | | | | 1,259,300 | | | | | | * | | | | | | 1,259,300 | | | | | | * | | |
Entities affiliated with J. Goldman & Co., L.P.(8)
|
| | | | 1,244,601 | | | | | | 5.2% | | | | | | — | | | | | | 4.2% | | | | | | 1,244,601 | | | | | | * | | | | | | 1,244,601 | | | | | | * | | |
Entities affiliated with Woodson Capital Management(9)
|
| | | | 1,509,614 | | | | | | 6.3% | | | | | | — | | | | | | 5.0% | | | | | | 1,509,614 | | | | | | * | | | | | | 1,509,614 | | | | | | * | | |
Entities affiliated with Citadel Advisors LLC(10)
|
| | | | 1,839,543 | | | | | | 7.7% | | | | | | — | | | | | | 6.1% | | | | | | 1,839,543 | | | | | | * | | | | | | 1,839,543 | | | | | | * | | |
Delta Air Lines, Inc.(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 52,001,860 | | | | | | 20.1% | | | | | | 52,001,860 | | | | | | 21.1% | | |
Entities affiliated with Fidelity(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,093,588 | | | | | | 6.6% | | | | | | 17,093,588 | | | | | | 6.9% | | |
Funds and accounts managed by T. Rowe Price(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,364,129 | | | | | | 5.3% | | | | | | 13,634,129 | | | | | | 5.5% | | |
Directors and Executive Officers Pre-Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ravi Thakran(4)(14)
|
| | | | 5,918,658 | | | | | | — | | | | | | 98.8% | | | | | | 19.8% | | | | | | 5,918,658 | | | | | | 2.3% | | | | | | 5,918,658 | | | | | | 2.4% | | |
Mark Bedingham
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Lisa Myers
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Leo Austin
|
| | | | 25,000 | | | | | | — | | | | | | * | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
Neil Jacobs
|
| | | | 25,000 | | | | | | — | | | | | | * | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
Frank Newman
|
| | | | 25,000 | | | | | | — | | | | | | * | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
All Aspirational directors and executive officers
as a group (six individuals) |
| | | | 5,993,658 | | | | | | — | | | | | | 100% | | | | | | 100% | | | | | | 5,993,658 | | | | | | 2.3% | | | | | | 5,993,658 | | | | | | 2.4% | | |
Directors and Executive Officers Post-Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kenneth Dichter(15)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,414,293 | | | | | | 5.9% | | | | | | 15,414,293 | | | | | | 6.2% | | |
Lee Applbaum(16)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 305,009 | | | | | | * | | | | | | 305,009 | | | | | | * | | |
Jason Horowitz(17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,879,601 | | | | | | * | | | | | | 1,879,601 | | | | | | * | | |
Eric Jacobs(18)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,800,929 | | | | | | * | | | | | | 1,800,929 | | | | | | * | | |
Erik Snell
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | |
Erik Phillips
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | |
Admiral Michael Mullen(19)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 90,148 | | | | | | * | | | | | | 90,148 | | | | | | * | | |
Brian Radecki(20)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 119,686 | | | | | | * | | | | | | 119,686 | | | | | | * | | |
Chih Cheung(21)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 56,313 | | | | | | * | | | | | | 56,313 | | | | | | * | | |
David Adelman(22)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,153,437 | | | | | | * | | | | | | 1,153,437 | | | | | | * | | |
Marc Farrell
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | |
Susan Schuman(23)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,264 | | | | | | * | | | | | | 17,264 | | | | | | * | | |
Timothy Armstrong(24)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,012,051 | | | | | | * | | | | | | 1,012,051 | | | | | | * | | |
All Wheels Up directors and executive officers as a group (18 individuals)(3)
|
| | | | 5,918,658 | | | | | | — | | | | | | 98.80% | | | | | | 19.80% | | | | | | 28,573,075 | | | | | | 10.9% | | | | | | 28,573,075 | | | | | | 11.4% | | |
Name
|
| |
Position
|
| |
Amount of Subscription/Shares of Wheels Up common stock
|
|
360 Capital Investments, LLC (affiliated with Brian Radecki) | | | WUP Director | | | $500,000/50,000 | |
AMN Partners LLC (affiliated with Alan Goldfarb) | | | WUP Director | | | $400,000/40,000 | |
Entities Affiliated with Chih Cheung | | | WUP Director | | | $500,000/50,000 | |
Persons/entities affiliated with or related to Tim Armstrong | | | WUP Director | | | $250,000/25,000 | |
Entities Affiliated with Fidelity | | | 5% Shareholder | | | $45,000,000/4,500,000 | |
Funds and accounts managed by T. Rowe Price | | | 5% Shareholder | | | $20,000,000/2,000,000 | |
| | |
Delaware
|
| |
Cayman Islands
|
|
Stockholder/Shareholder Approval of Business Combinations
|
| | Mergers generally require approval of a majority of all outstanding shares. Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval. Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders. | | |
Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.
All mergers (other than parent/subsidiary mergers) require shareholder approval — there is no exception for smaller mergers. Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting.
|
|
Stockholder/Shareholder Votes for Routine Matters
|
| | Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or | | | Under the Cayman Islands Companies Act and Aspirational’s amended and restated memorandum and articles of association, routine | |
| | |
Delaware
|
| |
Cayman Islands
|
|
| | | represented by proxy at the meeting and entitled to vote on the subject matter. | | | corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so). | |
Appraisal Rights
|
| | Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. | | | Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | |
Inspection of Books and Records
|
| | Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | | | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | |
Stockholder/Shareholder Lawsuits
|
| | A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Organizational Documents Proposal D). | | | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | |
Fiduciary Duties of Directors
|
| | Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. | | |
A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole.
In addition to fiduciary duties, directors of Aspirational owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances.
|
|
Indemnification of Directors and Officers
|
| | A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. | | | A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud or willful default. | |
Limited Liability of Directors
|
| | Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. | | | Liability of directors may be unlimited, except with regard to their own fraud or willful default. | |
| | |
Delaware
|
| |
Cayman Islands
|
|
Business Combination or Antitakeover Statutes
|
| |
Section 203 is a default provision of the DGCL that prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with “interested stockholders” (a person or group owning 15% or more of the corporation’s voting stock) for three years following the date that person becomes an interested stockholder, unless: (i) before such stockholder becomes an “interested stockholder,” the board of directors approves the Business Combination or the transaction that results in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of the corporation at the time of the transaction (excluding stock owned by certain persons); or (iii) at the time or after the stockholder became an interested stockholder, the board of directors and at least two-thirds of the disinterested outstanding voting stock of the corporation approves the transaction.
Wheels Up has not opted out of the protections of Section 203 of the DGCL. As a result, the statute applies to Wheels Up.
|
| | There are none. | |
Redemption Date
|
| |
Fair Market Value of Shares of Class A Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
(Period to expiration of warrants)
|
| | | | ≤10.00 | | | | | | 11.00 | | | | | | 12.00 | | | | | | 13.00 | | | | | | 14.00 | | | | | | 15.00 | | | | | | 16.00 | | | | | | 17.00 | | | | | | ≥18.00 | | |
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months.
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | |
| | |
Page
|
| |||
| | | | F-22 | | | |
| | | | F-23 | | | |
| | | | F-24 | | | |
| | | | F-25 | | | |
| | | | F-26 | | | |
| | | | F-27 | | |
| | |
March 31
2021 |
| |
December 31,
2020 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 62,393 | | | | | $ | 719,926 | | |
Prepaid expenses
|
| | | | 416,047 | | | | | | 608,945 | | |
Total Current Assets
|
| | | | 478,440 | | | | | | 1,328,871 | | |
Cash and marketable securities held in Trust Account
|
| | | | 239,840,428 | | | | | | 239,795,125 | | |
TOTAL ASSETS
|
| | | $ | 240,318,868 | | | | | $ | 241,123,996 | | |
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY | | | | | | | | | | | | | |
Current liability | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 3,866,573 | | | | | $ | 1,112,155 | | |
Accrued offering costs
|
| | | | 372,483 | | | | | | 372,483 | | |
Promissory note – related party
|
| | | | 100,000 | | | | | | — | | |
Total Current Liabilities
|
| | | | 4,339,056 | | | | | | 1,484,638 | | |
Warrant liability
|
| | | | 17,780,521 | | | | | | 13,272,784 | | |
Deferred underwriting fee payable
|
| | | | 8,391,121 | | | | | | 8,391,121 | | |
Total Liabilities
|
| | | | 30,510,698 | | | | | | 23,148,543 | | |
Commitments (Note 6) | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption, 23,974,632 and 21,293,210 shares at redemption value as of March 31, 2021 and December 31, 2020, respectively
|
| | | | 239,840,428 | | | | | | 212,975,444 | | |
Shareholders’ (Deficit) Equity | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized;
0 and 2,681,422 shares issued and outstanding (excluding 23,974,632 and 21,293,210 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively |
| | | | — | | | | | | 268 | | |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,993,658 shares issued and outstanding at March 31, 2021 and December 31, 2020
|
| | | | 599 | | | | | | 599 | | |
Additional paid-in capital
|
| | | | — | | | | | | 6,657,917 | | |
Accumulated deficit
|
| | | | (30,032,857) | | | | | | (1,658,775) | | |
Total Shareholders’ (Deficit) Equity
|
| | | | (30,032,258) | | | | | | 5,000,009 | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
|
| | | $ | 240,318,868 | | | | | $ | 241,123,996 | | |
| | |
For the Three
Months Ended March 2021 |
| |||
Operating and formation costs
|
| | | $ | 3,704,849 | | |
Loss from operations
|
| | | | (3,704,849) | | |
Other income: | | | | | | | |
Change in fair value of warrant liability
|
| | | | (4,507,737) | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 45,303 | | |
Net loss
|
| | | $ | (8,167,283) | | |
Basic and diluted weighted average shares outstanding, Class A Ordinary shares subject to possible redemption
|
| | | | 23,040,654 | | |
Basic and diluted net income per share, Class A Ordinary shares subject to possible
redemption |
| | | $ | 0.00 | | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares
|
| | | | 6,927,636 | | |
Basic and diluted net loss per share, Non-redeemable ordinary shares
|
| | | $ | 1.18 | | |
| | |
Class A Ordinary
Shares |
| |
Class B Ordinary
Shares |
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Equity (Deficit) |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 1, 2021
|
| | | | 2,681,422 | | | | | $ | 268 | | | | | | 5,993,658 | | | | | $ | 599 | | | | | $ | 6,657,917 | | | | | $ | (1,658,775) | | | | | $ | 5,000,009 | | |
Measurement adjustment on redeemable Ordinary shares
|
| | | | (2,681,422) | | | | | | (268) | | | | | | — | | | | | | — | | | | | | (6,657,917) | | | | | | (20,206,799) | | | | | | (26,864,984) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,167,283) | | | | | | (8,167,283) | | |
Balance – March 31, 2021
|
| | | | — | | | | | $ | — | | | | | | 5,993,658 | | | | | $ | 599 | | | | | $ | — | | | | | $ | (30,032,857) | | | | | $ | (30,032,258) | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (8,167,283) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
Change in fair value of warrant liability
|
| | | | 4,507,737 | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | (45,303) | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid expenses
|
| | | | 192,898 | | |
|
Accrued expenses
|
| | | | 2,754,418 | | |
|
Net cash used in operating activities
|
| | | | (757,533) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from promissory note – related party
|
| | | | 100,000 | | |
|
Net cash provided by financing activities
|
| | | | 100,000 | | |
|
Net Change in Cash
|
| | | | (657,533) | | |
|
Cash – Beginning
|
| | | | 719,926 | | |
| Cash – Ending | | | | $ | 62,393 | | |
| Non-Cash Investing and Financing Activities: | | | | | | | |
|
Change in value of Class A ordinary shares subject to possible redemption
|
| | | $ | 26,864,984 | | |
| | |
Three Months
Ended March 31, 2021 |
| |||
Redeemable Class A Ordinary Shares | | | | | | | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | $ | 36,684 | | |
Net income allocable to shares subject to possible redemption
|
| | | $ | 36,684 | | |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 23,040,654 | | |
Basic and diluted net income per share
|
| | | $ | 0.00 | | |
Non-Redeemable Class A and Class B Ordinary Shares | | | | | | | |
Numerator: Net Loss minus Net Earnings | | | | | | | |
Net loss
|
| | | $ | (8,167,283) | | |
Net loss allocable to Redeemable Class A Ordinary Shares
|
| | | | (36,684) | | |
Non-Redeemable Net Loss
|
| | | | (8,203,967) | | |
Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 6,927,636 | | |
Basic and diluted net loss per share
|
| | | $ | 1.18 | | |
Description
|
| |
Level
|
| |
March 31,
2021 |
| |
December 31,
2020 |
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 239,840,428 | | | | | $ | 239,795,125 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Warrant Liability – Public Warrants
|
| | | | 1 | | | | | | 11,347,992 | | | | | | 8,471,037 | | |
Warrant Liability – Private Placement Warrants
|
| | | | 3 | | | | | | 6,432,529 | | | | | | 4,801,747 | | |
Input
|
| |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Risk-free interest rate
|
| | | | 1.01% | | | | | | 0.43% | | |
Expected term (years)
|
| | | | 5.42 | | | | | | 5.49 | | |
Expected volatility
|
| | | | 25.0% | | | | | | 20.0% | | |
Exercise price
|
| | | $ | 11.50 | | | | | $ | 11.50 | | |
Fair value of Units
|
| | | $ | 10.01 | | | | | $ | 9.97 | | |
Probability of Acquisition
|
| | | | 95% | | | | | | 85% | | |
| | |
Private Placement
|
| |
Public
|
| |
Warrant Liabilities
|
| |||||||||
Fair value as of January 1, 2021
|
| | | $ | 4,801,747 | | | | | $ | 8,471,037 | | | | | $ | 13,272,784 | | |
Change in valuation inputs or other assumptions
|
| | | | 1,630,782 | | | | | | 2,876,955 | | | | | | 4,507,737 | | |
Fair value as of March 31, 2021
|
| | | $ | 6,432,529 | | | | | $ | 11,347,992 | | | | | $ | 17,780,521 | | |
| ASSETS | | | | | | | |
| Current Assets | | | | | | | |
|
Cash
|
| | | $ | 719,926 | | |
|
Prepaid expenses
|
| | | | 608,945 | | |
|
Total Current Assets
|
| | | | 1,328,871 | | |
|
Cash and marketable securities held in Trust Account
|
| | | | 239,795,125 | | |
|
Total Assets
|
| | | $ | 241,123,996 | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
| Current Liabilities | | | | | | | |
|
Accrued expenses
|
| | | $ | 1,112,155 | | |
|
Accrued offering costs
|
| | | | 372,483 | | |
|
Total Current Liabilities
|
| | | | 1,484,638 | | |
|
Warrant liability
|
| | | | 13,272,784 | | |
|
Deferred underwriting fee payable
|
| | | | 8,391,121 | | |
|
Total Liabilities
|
| | | | 23,148,543 | | |
| Commitments | | | | | | | |
|
Class A ordinary shares subject to possible redemption, 21,293,210 shares at redemption value
|
| | | | 212,975,444 | | |
| Shareholders’ Equity | | | | | | | |
|
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,681,422 shares
issued and outstanding (excluding 21,293,210 shares subject to possible redemption) |
| | | | 268 | | |
|
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,993,658 shares issued and outstanding
|
| | | | 599 | | |
|
Additional paid-in capital
|
| | | | 6,657,917 | | |
|
Accumulated deficit
|
| | | | (1,658,775) | | |
|
Total Shareholders’ Equity
|
| | | | 5,000,009 | | |
|
Total Liabilities and Shareholders’ Equity
|
| | | $ | 241,123,996 | | |
|
Formation and operational costs
|
| | | $ | 2,114,129 | | |
|
Loss from operations
|
| | | | (2,114,129) | | |
| Other income: | | | | | | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | 49,590 | | |
|
Change in fair value of warrant liability
|
| | | | 406,549 | | |
|
Unrealized loss on marketable securities held in Trust Account
|
| | | | (785) | | |
|
Other income, net
|
| | | | 455,354 | | |
|
Net loss
|
| | | $ | (1,658,775) | | |
|
Basic and diluted weighted average shares outstanding, Redeemable Class A
Common Stock |
| | | | 21,396,989 | | |
|
Basic and diluted net loss per share, Redeemable Class A Common Stock
|
| | | $ | 0.00 | | |
|
Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and
Class B Common Stock |
| | | | 7,230,225 | | |
|
Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock
|
| | | $ | (0.24) | | |
| | |
Class A
Ordinary Shares |
| |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Equity |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – July 7, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | |
|
—
|
| | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 6,468,750 | | | | | | 647 | | | | | | 24,353 | | | | |
|
—
|
| | | | | 25,000 | | |
Sale of 23,974,632 Units, net of
underwriting discounts and offering costs |
| | | | 23,974,632 | | | | | | 2,397 | | | | | | — | | | | | | — | | | | | | 218,048,528 | | | | | | — | | | | | | 218,050,925 | | |
Excess of purchase price paid over fair value of private placement warrants
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,558,303 | | | | | | | | | | | | 1,558,303 | | |
Forfeiture of Founder Shares
|
| | | | — | | | | | | — | | | | | | (475,092) | | | | | | (48) | | | | | | 48 | | | | | | — | | | | | | — | | |
Class A ordinary shares subject
to possible redemption |
| | | | (21,293,210) | | | | | | (2,129) | | | | | | — | | | | | | — | | | | | | (212,973,315) | | | | | | — | | | | | | (212,975,444) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,658,775) | | | | | | (1,658,775) | | |
Balance – December 31, 2020
|
| | | | 2,681,422 | | | | | $ | 268 | | | | | | 5,993,658 | | | | | $ | 599 | | | | | $ | 6,657,917 | | | | | $ | (1,658,775) | | | | | $ | 5,000,009 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (1,658,775) | | |
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | |
|
Payment of formation costs through issuance of Class B ordinary shares
|
| | | | 15,092 | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | (49,590) | | |
|
Change in fair value of warrant liability
|
| | | | (406,549) | | |
|
Allocation of initial public offering costs to warrant liability
|
| | | | 510,982 | | |
|
Unrealized loss on marketable securities held in Trust Account
|
| | | | 785 | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid expenses
|
| | | | (608,945) | | |
|
Accrued expenses
|
| | | | 1,112,155 | | |
|
Net cash used in operating activities
|
| | | | (1,084,845) | | |
| Cash Flows from Investing Activities: | | | | | | | |
|
Investment of cash in Trust Account
|
| | | | (239,746,320) | | |
|
Net cash used in investing activities
|
| | | | (239,746,320) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 234,951,394 | | |
|
Proceeds from sale of Private Placement Warrants
|
| | | | 6,794,926 | | |
|
Proceeds from promissory note – related party
|
| | | | 100,349 | | |
|
Repayment of promissory note – related party
|
| | | | (100,349) | | |
|
Payment of offering costs
|
| | | | (195,229) | | |
|
Net cash provided by financing activities
|
| | | | 241,551,091 | | |
|
Net Change in Cash
|
| | | | 719,926 | | |
|
Cash – Beginning
|
| | | | — | | |
| Cash – Ending | | | | $ | 719,926 | | |
| Non-Cash Investing and Financing Activities: | | | | | | | |
|
Initial classification of Class A ordinary shares subject to possible redemption
|
| | | $ | 215,057,051 | | |
|
Change in value of Class A ordinary shares subject to possible redemption
|
| | | $ | (2,081,607) | | |
|
Initial classification of warrant liability
|
| | | $ | 13,679,333 | | |
|
Deferred underwriting fee payable
|
| | | $ | 8,391,121 | | |
|
Offering costs paid directly by Sponsor from proceeds from issuance of Class B ordinary shares
|
| | | $ | 9,908 | | |
|
Offering costs included in accrued offering costs
|
| | | $ | 372,483 | | |
| | |
As
Previously Reported |
| |
Adjustments
|
| |
As
Restated |
| |||||||||
Balance sheet as of September 25, 2020 (audited) | | | | | | | | | | | | | | | | | | | |
Warrant Liability
|
| | | $ | — | | | | | $ | 13,679,333 | | | | | $ | 13,679,333 | | |
Ordinary Shares Subject to Possible Redemption
|
| | | | 213,557,280 | | | | | | (13,679,333) | | | | | | 199,877,947 | | |
Class A Ordinary Shares
|
| | | | 114 | | | | | | 137 | | | | | | 251 | | |
Additional Paid-in Capital
|
| | | | 5,014,340 | | | | | | 510,845 | | | | | | 5,525,185 | | |
Accumulated Deficit
|
| | | | (15,092) | | | | | | (510,982) | | | | | | (526,074) | | |
Balance sheet as of September 30, 2020 (unaudited) | | | | | | | | | | | | | | | | | | | |
Warrant Liability
|
| | | $ | — | | | | | $ | 13,277,000 | | | | | $ | 13,277,000 | | |
Ordinary Shares Subject to Possible Redemption
|
| | | | 213,530,925 | | | | | | (13,277,000) | | | | | | 200,253,925 | | |
Class A Ordinary Shares
|
| | | | 114 | | | | | | 133 | | | | | | 247 | | |
Additional Paid-in Capital
|
| | | | 5,040,694 | | | | | | 108,515 | | | | | | 5,149,209 | | |
Accumulated Deficit
|
| | | | (41,447) | | | | | | (108,648) | | | | | | (150,095) | | |
Balance sheet as of December 31, 2020 (audited) | | | | | | | | | | | | | | | | | | | |
Warrant Liability
|
| | | $ | — | | | | | $ | 13,272,784 | | | | | $ | 13,272,784 | | |
Ordinary Shares Subject to Possible Redemption
|
| | | | 226,248,228 | | | | | | (13,272,784) | | | | | | (212,975,444) | | |
Class A Ordinary Shares
|
| | | | 135 | | | | | | 133 | | | | | | 268 | | |
Additional Paid-in Capital
|
| | | | 6,553,617 | | | | | | 104,299 | | | | | | 6,657,916 | | |
Accumulated Deficit
|
| | | | (1,554,342) | | | | | | (104,432) | | | | | | (1,658,774) | | |
Period from July 7, 2020 (inception) to September 30, 2020 (unaudited)
|
| | | | | | | | | | | | | | | | | | |
Change in fair value of warrant liability
|
| | | $ | — | | | | | $ | 402,333 | | | | | $ | 402,333 | | |
Formation and Operational cost
|
| | | | 15,092 | | | | | | 510,982 | | | | | | 526,074 | | |
Net loss
|
| | | | (41,447) | | | | | | (108,648) | | | | | | (150,095) | | |
Weighted average shares outstanding of Class A redeemable ordinary shares
|
| | | | | | | | | | 19,987,795 | | | | | | 19,987,795 | | |
Weighted average shares outstanding of Class B non-redeemable ordinary shares
|
| | | | 5,698,351 | | | | | | 87,688 | | | | | | 5,786,039 | | |
Basic and diluted net loss per share, Class B
|
| | | | (0.01) | | | | | | (0.02) | | | | | | (0.03) | | |
Period from July 7, 2020 (inception) to December 31, 2020 (audited)
|
| | | | | | | | | | | | | | | | | | |
Change in fair value of warrant liability
|
| | | $ | — | | | | | $ | 406,549 | | | | | $ | 406,549 | | |
Formation and Operational cost
|
| | | | 1,603,147 | | | | | | 510,982 | | | | | | 2,114,129 | | |
Net loss
|
| | | | (1,554,342) | | | | | | (104,432) | | | | | | (1,658,774) | | |
Weighted average shares outstanding of Class A redeemable ordinary shares
|
| | | | 22,676,053 | | | | | | (1,279,064) | | | | | | 21,396,989 | | |
| | |
As
Previously Reported |
| |
Adjustments
|
| |
As
Restated |
| |||||||||
Weighted average shares outstanding of Class B non-redeemable ordinary shares
|
| | | | 6,500,406 | | | | | | 729,819 | | | | | | 7,230,225 | | |
Basic and diluted net loss per share, Class B
|
| | | | (0.25) | | | | | | (0.01) | | | | | | (0.26) | | |
Cash Flow Statement for the Period from July 7, 2020 (inception) to September 30, 2020 (unaudited)
|
| | | | | | | | | | | | | | | | | | |
Net loss
|
| | | | (41,447) | | | | | | (108,648) | | | | | | (150,095) | | |
Allocation of initial public offering costs to warrant
liability |
| | | | — | | | | | | 510,982 | | | | | | 510,982 | | |
Change in fair value of warrant liability
|
| | | | — | | | | | | 402,333 | | | | | | 402,333 | | |
Initial classification of warrant liability
|
| | | | — | | | | | | 13,679,333 | | | | | | 13,679,333 | | |
Initial classification of common stock subject to possible redemption
|
| | | | 213,557,280 | | | | | | (13,679,333) | | | | | | 199,877,947 | | |
Change in value of common stock subject to possible redemption
|
| | | | (26,355) | | | | | | 402,333 | | | | | | 375,978 | | |
Cash Flow Statement for the Period from July 7, 2020 (inception) to December 31, 2020 (audited)
|
| | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (1,554,342) | | | | | $ | (104,432) | | | | | $ | (1,658,774) | | |
Change in fair value of warrant liability
|
| | | | — | | | | | | 406,549 | | | | | | 406,549 | | |
Initial classification of warrant liability
|
| | | | — | | | | | | 13,679,333 | | | | | | 13,679,333 | | |
Initial classification of common stock subject to possible redemption
|
| | | | 227,787,480 | | | | | | (13,679,333) | | | | | | 214,108,147 | | |
Change in value of common stock subject to possible redemption
|
| | | | (1,539,252) | | | | | | 406,549 | | | | | | (1,132,703) | | |
| | |
For the Period
from July 7, 2020 (Inception) through December 31, 2020 |
| |||
Redeemable Class A Common Stock | | | | | | | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | $ | 43,349 | | |
Net income allocable to shares subject to possible redemption
|
| | | $ | 43,349 | | |
Denominator: Weighted Average Redeemable Class A Common Stock | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 21,396,989 | | |
Basic and diluted net income per share
|
| | | $ | 0.00 | | |
Non-Redeemable Class A and Class B Common Stock | | | | | | | |
Numerator: Net Loss minus Net Earnings | | | | | | | |
Net loss
|
| | | $ | (1,658,775) | | |
Net loss allocable to Redeemable Class A Common Stock
|
| | | | (43,349) | | |
Non-Redeemable Net Loss
|
| | | $ | (1,702,124) | | |
Denominator: Weighted Average Non-Redeemable Class A and Class B Common Stock | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 7,230,225 | | |
Basic and diluted net loss per share
|
| | | $ | (0.24) | | |
Description
|
| |
Level
|
| |
December 31,
2020 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 239,795,125 | | |
Liabilities: | | | | | | | | | | | | | |
Warrant Liability – Public Warrants
|
| | | | 1 | | | | | $ | 8,471,037 | | |
Warrant Liability – Private Placement Warrants
|
| | | | 3 | | | | | $ | 4,801,747 | | |
Input
|
| |
September 25,
2020 (Initial Measurement) |
| |
September 30,
2020 |
| |
December 31,
2020 |
| |||||||||
Risk-free interest rate
|
| | | | 0.4% | | | | | | 0.4% | | | | | | 0.4% | | |
Expected term (years)
|
| | | | 1 | | | | | | 1 | | | | | | 1 | | |
Expected volatility
|
| | | | 20.0% | | | | | | 20.0% | | | | | | 20.0% | | |
Exercise price
|
| | | $ | 11.50 | | | | | $ | 11.50 | | | | | $ | 11.50 | | |
Fair value of Units
|
| | | $ | 10.60 | | | | | $ | 10.60 | | | | | $ | 10.60 | | |
| | |
Private Placement
|
| |
Public
|
| |
Warrant Liabilities
|
| |||||||||
Fair value as of July 7, 2020
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Initial measurement on September 25, 2020
|
| | | | 5,009,333 | | | | | | 8,670,000 | | | | | | 13,679,333 | | |
Change in valuation inputs or other assumptions
|
| | | | (207,586) | | | | | | (198,963) | | | | | | (406,549) | | |
Fair value as of December 31, 2020
|
| | | $ | 4,801,747 | | | | | $ | 8,471,037 | | | | | $ | 13,272,784 | | |
Unaudited Interim Condensed Consolidated Financial Statements of Wheels Up Partners Holdings LLC
|
| |
Page
|
| |||
| | | | F-46 | | | |
| | | | F-47 | | | |
| | | | F-48 | | | |
| | | | F-49 | | | |
| | | | F-50 | | |
Audited Consolidated Financial Statements of Wheels Up Partners Holdings LLC
|
| |
Page
|
| |||
| | | | F-67 | | | |
| | | | F-68 | | | |
| | | | F-69 | | | |
| | | | F-70 | | | |
| | | | F-71 | | | |
| | | | F-72 | | |
Audited Financial Statements of Delta Private Jets, Inc.
|
| |
Page
|
| |||
| | | | F-109 | | | |
| | | | F-110 | | | |
| | | | F-111 | | | |
| | | | F-112 | | | |
| | | | F-113 | | | |
| | | | F-114 | | |
(in thousands, except share data)
|
| |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 215,027 | | | | | $ | 312,799 | | |
Accounts receivable, net
|
| | | | 55,111 | | | | | | 50,397 | | |
Other receivables
|
| | | | 14,283 | | | | | | 8,205 | | |
Parts and supplies inventories, net
|
| | | | 7,239 | | | | | | 5,320 | | |
Deferred offering costs
|
| | | | 4,147 | | | | | | — | | |
Prepaid expenses and other
|
| | | | 24,616 | | | | | | 18,801 | | |
Total current assets
|
| | | | 320,423 | | | | | | 395,522 | | |
Property and equipment, net
|
| | | | 319,715 | | | | | | 323,090 | | |
Operating lease right-of-use assets
|
| | | | 100,300 | | | | | | 64,479 | | |
Goodwill
|
| | | | 432,065 | | | | | | 400,160 | | |
Intangible assets, net
|
| | | | 161,060 | | | | | | 163,710 | | |
Restricted cash
|
| | | | 15,262 | | | | | | 12,077 | | |
Employee loans receivable, net
|
| | | | — | | | | | | 102 | | |
Other non-current assets
|
| | | | 827 | | | | | | 849 | | |
Total assets
|
| | | $ | 1,349,652 | | | | | $ | 1,359,989 | | |
LIABILITIES AND MEMBERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Current maturities of long-term debt
|
| | | $ | 65,336 | | | | | $ | 62,678 | | |
Accounts payable
|
| | | | 44,168 | | | | | | 20,920 | | |
Accrued expenses
|
| | | | 76,296 | | | | | | 71,381 | | |
Deferred revenue, current
|
| | | | 588,978 | | | | | | 651,096 | | |
Operating lease liabilities, current
|
| | | | 27,856 | | | | | | 15,858 | | |
Intangible liabilities, current
|
| | | | 2,000 | | | | | | 2,000 | | |
Other current liabilities
|
| | | | 15,955 | | | | | | 15,980 | | |
Total current liabilities
|
| | | | 820,589 | | | | | | 839,913 | | |
Long-term debt
|
| | | | 136,804 | | | | | | 148,411 | | |
Deferred revenue, non-current
|
| | | | 1,961 | | | | | | 1,982 | | |
Operating lease liabilities, non-current
|
| | | | 77,993 | | | | | | 56,358 | | |
Intangible liabilities, non-current
|
| | | | 15,583 | | | | | | 16,083 | | |
Other non-current liabilities
|
| | | | 3,522 | | | | | | 3,415 | | |
Total liabilities
|
| | | | 1,056,452 | | | | | | 1,066,162 | | |
Commitments and contingencies (Note 10) | | | | | | | | | | | | | |
Members’ equity: | | | | | | | | | | | | | |
Class A preferred interests (73,723,250 interests issued and outstanding as of 2021 and 2020)
|
| | | | — | | | | | | — | | |
Class B preferred interests (34,023,527 interests issued and outstanding as of 2021 and 2020)
|
| | | | — | | | | | | — | | |
Class C preferred interests (37,642,050 interests issued and outstanding as of 2021 and 2020)
|
| | | | — | | | | | | — | | |
Class D preferred interests (36,909,359 interests issued and outstanding as of 2021 and 2020)
|
| | | | — | | | | | | — | | |
Class E preferred interests (112,949,305 interests issued and outstanding as of 2021 and 2020)
|
| | | | 369,354 | | | | | | 401,567 | | |
Common interests (71,882,729 and 63,262,039 interests issued and outstanding as of 2021 and 2020)
|
| | | | 39,131 | | | | | | 8,959 | | |
Common restricted interests
|
| | | | — | | | | | | — | | |
Common profits interests
|
| | | | 9,211 | | | | | | 8,957 | | |
Common stock options
|
| | | | 5,635 | | | | | | 4,475 | | |
Accumulated deficit
|
| | | | (130,131) | | | | | | (130,131) | | |
Total members’ equity
|
| | | | 293,200 | | | | | | 293,827 | | |
Total liabilities and members’ equity
|
| | | $ | 1,349,652 | | | | | $ | 1,359,989 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
(in thousands)
|
| |
2021
|
| |
2020
|
| ||||||
Revenue
|
| | | $ | 261,657 | | | | | $ | 156,096 | | |
Costs and expenses: | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 234,508 | | | | | | 147,958 | | |
Technology and development
|
| | | | 7,024 | | | | | | 4,852 | | |
Sales and marketing
|
| | | | 15,794 | | | | | | 13,651 | | |
General and administrative
|
| | | | 18,168 | | | | | | 13,921 | | |
Depreciation and amortization
|
| | | | 13,831 | | | | | | 14,194 | | |
Total costs and expenses
|
| | | | 289,325 | | | | | | 194,576 | | |
Loss from operations
|
| | | | (27,668) | | | | | | (38,480) | | |
Other (expense) income: | | | | | | | | | | | | | |
Interest income
|
| | | | 12 | | | | | | 417 | | |
Interest expense
|
| | | | (4,557) | | | | | | (6,411) | | |
Total other expense
|
| | | | (4,545) | | | | | | (5,994) | | |
Net loss
|
| | | $ | (32,213) | | | | | $ | (44,474) | | |
(in thousands)
|
| |
Class A
preferred interests |
| |
Class B
preferred interests |
| |
Class C
preferred interests |
| |
Class D
preferred interests |
| |
Class E
preferred interests |
| |
Common
interests |
| |
Common
restricted interests |
| |
Common
profits interests |
| |
Common
stock options |
| |
Accumulated
deficit |
| |
Total
|
| |||||||||||||||||||||||||||||||||
Balance as of December 31, 2020
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 401,567 | | | | | $ | 8,959 | | | | | $ | — | | | | | $ | 8,957 | | | | | $ | 4,475 | | | | | $ | (130,131) | | | | | $ | 293,827 | | |
Consideration issued for business combination
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,172 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,172 | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 254 | | | | | | 1,160 | | | | | | — | | | | | | 1,414 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (32,213) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (32,213) | | |
Balance as of March 31,
2021 |
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 369,354 | | | | | $ | 39,131 | | | | | $ | — | | | | | $ | 9,211 | | | | | $ | 5,635 | | | | | $ | (130,131) | | | | | $ | 293,200 | | |
(in thousands)
|
| |
Class A
preferred interests |
| |
Class B
preferred interests |
| |
Class C
preferred interests |
| |
Class D
preferred interests |
| |
Class E
preferred interests |
| |
Common
interests |
| |
Common
restricted interests |
| |
Common
profits interests |
| |
Common
stock options |
| |
Accumulated
deficit |
| |
Total
|
| |||||||||||||||||||||||||||||||||
Balance as of December 31, 2019
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 59,965 | | | | | $ | — | | | | | $ | 3,822 | | | | | $ | — | | | | | $ | 7,841 | | | | | $ | 2,249 | | | | | $ | (130,131) | | | | | $ | (56,254) | | |
Consideration issued for business combinations
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 427,007 | | | | | | 5,137 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 432,144 | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 149 | | | | | | 435 | | | | | | — | | | | | | 584 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (44,474) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (44,474) | | |
Balance as of March 31,
2020 |
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 15,491 | | | | | $ | 427,007 | | | | | $ | 8,959 | | | | | $ | — | | | | | $ | 7,990 | | | | | $ | 2,684 | | | | | $ | (130,131) | | | | | $ | 332,000 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
(in thousands)
|
| |
2021
|
| |
2020
|
| ||||||
OPERATING ACTIVITIES: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (32,213) | | | | | $ | (44,474) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 13,831 | | | | | | 14,194 | | |
Amortization of deferred financing costs and debt discount
|
| | | | 334 | | | | | | 448 | | |
Equity-based compensation
|
| | | | 1,414 | | | | | | 584 | | |
Provision for expected credit losses
|
| | | | 275 | | | | | | (93) | | |
Changes in operating assets and liabilities, net of effects from acquisitions:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | 5,364 | | | | | | 19,945 | | |
Other receivables
|
| | | | (6,078) | | | | | | 7,208 | | |
Parts and supplies inventories
|
| | | | (1,247) | | | | | | 947 | | |
Prepaid expenses and other
|
| | | | (2,183) | | | | | | (357) | | |
Other non-current assets
|
| | | | 22 | | | | | | 654 | | |
Operating lease liabilities, net
|
| | | | (302) | | | | | | (433) | | |
Accounts payable
|
| | | | 13,679 | | | | | | (17,231) | | |
Accrued expenses
|
| | | | (11,980) | | | | | | (19,792) | | |
Other current liabilities
|
| | | | (24) | | | | | | (600) | | |
Other non-current liabilities
|
| | | | 107 | | | | | | 30 | | |
Deferred revenue
|
| | | | (65,719) | | | | | | (8,517) | | |
Net cash used in operating activities
|
| | | | (84,720) | | | | | | (47,487) | | |
INVESTING ACTIVITIES: | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (2,273) | | | | | | (2,407) | | |
Acquisition of businesses, net of cash acquired
|
| | | | 7,844 | | | | | | 98,142 | | |
Capitalized software development costs
|
| | | | (2,652) | | | | | | (1,505) | | |
Net cash provided by investing activities
|
| | | | 2,919 | | | | | | 94,230 | | |
FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Proceeds from long-term debt
|
| | | | — | | | | | | 755 | | |
Repayments of long-term debt
|
| | | | (12,445) | | | | | | (10,002) | | |
Payments of deferred offering costs
|
| | | | (443) | | | | | | — | | |
Repayment (issuance) of loans to employees
|
| | | | 102 | | | | | | (22) | | |
Net cash used in financing activities
|
| | | | (12,786) | | | | | | (9,269) | | |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
| | | | (94,587) | | | | | | 37,474 | | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD
|
| | | | 324,876 | | | | | | 96,440 | | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD
|
| | | $ | 230,289 | | | | | $ | 133,914 | | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Non-cash consideration issued for business acquisition of Delta Private Jets LLC
|
| | | | — | | | | | $ | 427,007 | | |
Non-cash consideration issued for business acquisition of Gama Aviation LLC
|
| | | | — | | | | | $ | 32,638 | | |
Non-cash consideration issued for business acquisition of Mountain Aviation, LLC
|
| | | $ | 30,172 | | | | | | — | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Aircraft
|
| | | $ | 474,484 | | | | | $ | 473,509 | | |
Software development costs
|
| | | | 25,106 | | | | | | 22,414 | | |
Leasehold improvements
|
| | | | 10,393 | | | | | | 9,560 | | |
Computer equipment
|
| | | | 1,870 | | | | | | 1,846 | | |
Buildings and improvements
|
| | | | 1,424 | | | | | | 1,424 | | |
Furniture and fixtures
|
| | | | 1,767 | | | | | | 1,321 | | |
Tooling
|
| | | | 1,691 | | | | | | 1,296 | | |
Vehicles
|
| | | | 800 | | | | | | 597 | | |
| | | | | 517,535 | | | | | | 511,967 | | |
Less: Accumulated depreciation and amortization
|
| | | | (197,820) | | | | | | (188,877) | | |
Total
|
| | | $ | 319,715 | | | | | $ | 323,090 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Services transferred at a point in time: | | | | | | | | | | | | | |
Flights, net of discounts and fees
|
| | | $ | 190,474 | | | | | $ | 119,636 | | |
Aircraft management
|
| | | | 48,423 | | | | | | 19,784 | | |
Other
|
| | | | 4,289 | | | | | | 1,654 | | |
Services transferred over time: | | | | | | | | | | | | | |
Memberships
|
| | | $ | 14,974 | | | | | $ | 13,319 | | |
Aircraft management
|
| | | | 2,457 | | | | | | 1,004 | | |
Other
|
| | | | 1,040 | | | | | | 699 | | |
Total
|
| | | $ | 261,657 | | | | | $ | 156,096 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Flights – Prepaid Blocks and jet cards
|
| | | $ | 548,110 | | | | | $ | 609,490 | | |
Memberships – annual dues
|
| | | | 31,233 | | | | | | 32,016 | | |
Memberships – initiation fees
|
| | | | 3,962 | | | | | | 3,870 | | |
Flights – credits
|
| | | | 7,066 | | | | | | 7,291 | | |
Other
|
| | | | 568 | | | | | | 411 | | |
Deferred revenue, total
|
| | | | 590,939 | | | | | | 653,078 | | |
Less: Deferred revenue, current
|
| | | | (588,978) | | | | | | (651,096) | | |
Deferred revenue, non-current
|
| | | $ | 1,961 | | | | | $ | 1,982 | | |
| | |
March 31, 2021
|
| |||
Deferred revenue – beginning balance
|
| | | $ | 653,078 | | |
Amounts deferred during the period
|
| | | | 145,544 | | |
Revenue recognized from amounts included in the deferred revenue beginning balance
|
| | | | (141,220) | | |
Revenue from current period sales
|
| | | | (66,463) | | |
Deferred revenue – ending balance
|
| | | $ | 590,939 | | |
|
Current assets
|
| | | $ | 32,502 | | |
|
Property and equipment
|
| | | | 741 | | |
|
Intangible assets
|
| | | | 2,640 | | |
|
Goodwill
|
| | | | 31,905 | | |
|
Other assets
|
| | | | 40,093 | | |
|
Total assets acquired
|
| | | | 107,881 | | |
|
Total liabilities assumed
|
| | | | (67,709) | | |
|
Net assets acquired
|
| | | $ | 40,172 | | |
| | |
Amount
(In thousands) |
| |
Weighted-
Average Amortization Period (Years) |
| ||||||
Customer relationships
|
| | | $ | 2,200 | | | | | | 12.0 | | |
Trade name
|
| | | | 330 | | | | | | 1.0 | | |
Non-competition agreement
|
| | | | 110 | | | | | | 1.0 | | |
Total acquired intangible assets
|
| | | $ | 2,640 | | | | | | 10.2 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
(in thousands)
|
| |||||||||
Net revenue
|
| | | $ | 263,772 | | | | | $ | 227,660 | | |
Loss from operations
|
| | | | (31,128) | | | | | | (37,556) | | |
|
Balance as of December 31, 2020
|
| | | $ | 400,160 | | |
|
Acquisition of Mountain Aviation
|
| | | | 31,905 | | |
|
Balance as of March 31, 2021
|
| | | $ | 432,065 | | |
| | |
March 31, 2021
|
| |||||||||||||||
| | |
Gross Carrying
Value |
| |
Accumulated
Amortization |
| |
Net Carrying
Value |
| |||||||||
Status
|
| | | $ | 80,000 | | | | | $ | 9,644 | | | | | $ | 70,356 | | |
Customer relationships
|
| | | | 72,200 | | | | | | 8,417 | | | | | | 63,783 | | |
Non-competition agreement
|
| | | | 210 | | | | | | 126 | | | | | | 84 | | |
Trade name
|
| | | | 14,230 | | | | | | 3,233 | | | | | | 10,997 | | |
Developed technology
|
| | | | 19,545 | | | | | | 4,264 | | | | | | 15,281 | | |
Leasehold interest – favorable
|
| | | | 600 | | | | | | 41 | | | | | | 559 | | |
Total
|
| | | $ | 186,785 | | | | | $ | 25,725 | | | | | $ | 161,060 | | |
| | |
December 31, 2020
|
| |||||||||||||||
| | |
Gross Carrying
Value |
| |
Accumulated
Amortization |
| |
Net Carrying
Value |
| |||||||||
Status
|
| | | $ | 80,000 | | | | | $ | 7,645 | | | | | $ | 72,355 | | |
Customer relationships
|
| | | | 70,000 | | | | | | 6,609 | | | | | | 63,391 | | |
Non-competition agreement
|
| | | | 100 | | | | | | 100 | | | | | | — | | |
Trade name
|
| | | | 13,900 | | | | | | 2,487 | | | | | | 11,413 | | |
Developed technology
|
| | | | 19,545 | | | | | | 3,559 | | | | | | 15,986 | | |
Leasehold interest – favorable
|
| | | | 600 | | | | | | 35 | | | | | | 565 | | |
Total
|
| | | $ | 184,145 | | | | | $ | 20,435 | | | | | $ | 163,710 | | |
| | |
March 31, 2021
|
| |||||||||||||||
| | |
Gross Carrying
Value |
| |
Accumulated
Amortization |
| |
Net Carrying
Value |
| |||||||||
Intangible liabilities
|
| | | $ | 20,000 | | | | | $ | 2,417 | | | | | $ | 17,583 | | |
| | |
December 31, 2020
|
| |||||||||||||||
| | |
Gross Carrying
Value |
| |
Accumulated
Amortization |
| |
Net Carrying
Value |
| |||||||||
Intangible liabilities
|
| | | $ | 20,000 | | | | | $ | 1,917 | | | | | $ | 18,083 | | |
Year ending December 31,
|
| |
Intangible
Assets |
| |
Intangible
Liabilities |
| ||||||
2021
|
| | | $ | 15,902 | | | | | $ | 1,500 | | |
2022
|
| | | | 19,522 | | | | | | 2,000 | | |
2023
|
| | | | 19,262 | | | | | | 2,000 | | |
2024
|
| | | | 19,098 | | | | | | 2,000 | | |
2025
|
| | | | 18,982 | | | | | | 2,000 | | |
Thereafter
|
| | | | 68,294 | | | | | | 8,083 | | |
| | | | $ | 161,060 | | | | | $ | 17,583 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Cash and cash equivalents
|
| | | $ | 215,027 | | | | | $ | 312,799 | | |
Restricted cash
|
| | | | 15,262 | | | | | | 12,077 | | |
Total
|
| | | $ | 230,289 | | | | | $ | 324,876 | | |
| | |
March 31, 2021
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Fair Value
|
| ||||||||||||
Cash Equivalents: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 143,483 | | | | | $ | — | | | | | $ | — | | | | | $ | 143,483 | | |
| | |
December 31, 2020
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Fair Value
|
| ||||||||||||
Cash Equivalents: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 103,472 | | | | | $ | — | | | | | $ | — | | | | | $ | 103,472 | | |
| | |
Maturity Dates
|
| |
Interest Rate
Per Annum as of March 31, 2021 |
| |
March 31,
2021 |
| |
December 31,
2020 |
| |||||||||
Amended 1st Credit Facility: | | | | | | | | | | | | | | | | | | | | | | |
A-1
|
| |
2020 to 2021
|
| | | | 10.91% | | | | | $ | 10,772 | | | | | $ | 11,811 | | |
A-2
|
| |
2020 to 2021
|
| | | | 10.91% | | | | | | 7,182 | | | | | | 7,874 | | |
A-3
|
| |
2021 to 2022
|
| | | | 10.91% | | | | | | 26,316 | | | | | | 28,104 | | |
B
|
| |
2023 to 2024
|
| | | | 12.00% | | | | | | 7,521 | | | | | | 8,119 | | |
2nd Credit Facility: | | | | | | | | | | | | | | | | | | | | | | |
A
|
| |
2023 to 2024
|
| | | | 8.00% | | | | | | 53,400 | | | | | | 55,450 | | |
B
|
| |
2023 to 2024
|
| | | | 11.43% | | | | | | 23,820 | | | | | | 24,510 | | |
3rd Credit Facility: | | | | | | | | | | | | | | | | | | | | | | |
A
|
| |
2024 to 2025
|
| | | | 9.50% | | | | | | 51,404 | | | | | | 53,334 | | |
Promissory Notes
|
| |
2024
|
| | | | 5.25% | | | | | | 21,220 | | | | | | 24,879 | | |
CARES Act Paycheck Protection Program Loan
|
| |
2022
|
| | | | 1.00% | | | | | | 3,162 | | | | | | — | | |
| | | | | | | | | | | | | | 204,797 | | | | | | 214,081 | | |
Less: Unamortized debt discount
|
| | | | | | | | | | | | | (543) | | | | | | (615) | | |
Less: Unamortized deferred financing costs
|
| | | | | | | | | | | | | (2,114) | | | | | | (2,377) | | |
| | | | | | | | | | | | | | 202,140 | | | | | | 211,089 | | |
Less: Current maturities of long-term debt
|
| | | | | | | | | | | | | (65,336) | | | | | | (62,678) | | |
Total
|
| | | | | | | | | | | | $ | 136,804 | | | | | $ | 148,411 | | |
| | | | | | | | |
Amortization of
|
| |||||||||
Year ending December 31,
|
| |
Principal
Payments |
| |
Debt
Discounts |
| |
Deferred
Financing Costs |
| |||||||||
2021
|
| | | $ | 50,232 | | | | | $ | 189 | | | | | $ | 651 | | |
2022
|
| | | | 49,879 | | | | | | 185 | | | | | | 703 | | |
2023
|
| | | | 68,818 | | | | | | 112 | | | | | | 430 | | |
2024
|
| | | | 23,190 | | | | | | 48 | | | | | | 170 | | |
2025
|
| | | | 12,678 | | | | | | 9 | | | | | | 160 | | |
Thereafter
|
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 204,797 | | | | | $ | 543 | | | | | $ | 2,114 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Operating lease costs
|
| | | $ | 7,554 | | | | | $ | 4,061 | | |
Short-term lease costs
|
| | | | 7,048 | | | | | | 3,675 | | |
Total lease costs
|
| | | $ | 14,602 | | | | | $ | 7,736 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Cash paid for amounts included in the measurement of operating lease liabilities:
|
| | | | | | | | | | | | |
Operating cash flows paid for operating leases
|
| | | $ | 7,867 | | | | | $ | 4,495 | | |
Right-of-use assets obtained in exchange for operating lease obligations
|
| | | $ | 40,093 | | | | | $ | 49,677 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Weighted-average remaining lease term (in years): | | | | | | | | | | | | | |
Operating leases
|
| | | | 7.2 | | | | | | 7.5 | | |
Weighted-average discount rate: | | | | | | | | | | | | | |
Operating leases
|
| | | | 9.5% | | | | | | 9.5% | | |
Year ending December 31,
|
| |
Operating
Leases |
| |||
2021
|
| | | $ | 25,620 | | |
2022
|
| | | | 29,784 | | |
2023
|
| | | | 24,347 | | |
2024
|
| | | | 13,828 | | |
2025
|
| | | | 9,938 | | |
Thereafter
|
| | | | 38,927 | | |
Total lease payments
|
| | | | 142,444 | | |
Less: Imputed interest
|
| | | | (36,595) | | |
Total lease obligations
|
| | | $ | 105,849 | | |
|
Class A
|
| | | | 73,723,250 | | |
|
Class B
|
| | | | 34,023,527 | | |
|
Class C
|
| | | | 37,642,050 | | |
|
Class D
|
| | | | 36,909,359 | | |
|
Class E
|
| | | | 112,949,305 | | |
| | |
Number of
Profits Interests |
| |
Weighted-
Average Grant Date Fair Value |
| ||||||
| | |
(in thousands)
|
| | | | | | | |||
Outstanding profits interests as of January 1, 2021
|
| | | | 63,022 | | | | | $ | 0.19 | | |
Granted
|
| | | | — | | | | | | — | | |
Expired/forfeited
|
| | | | — | | | | | | — | | |
Outstanding profits interests as of March 31, 2021
|
| | | | 63,022 | | | | | $ | 0.19 | | |
| | |
Number of
Profits Interests |
| |
Weighted-
Average Grant Date Fair Value |
| ||||||
| | |
(in thousands)
|
| | | | | | | |||
Non-vested profits interests as of January 1, 2021
|
| | | | 27,394 | | | | | $ | 0.13 | | |
Granted
|
| | | | — | | | | | | — | | |
Vested
|
| | | | (190) | | | | | | 0.05 | | |
Forfeited
|
| | | | — | | | | | | — | | |
Non-vested profits interests as of March 31, 2021
|
| | | | 27,204 | | | | | $ | 0.13 | | |
| | |
Number of
Restricted Interests |
| |
Weighted-
Average Grant Date Fair Value |
| ||||||
| | |
(in thousands)
|
| | | | | | | |||
Outstanding restricted interests as of January 1, 2021
|
| | | | 10,127 | | | | | $ | 1.83 | | |
Granted
|
| | | | — | | | | | | — | | |
Expired/forfeited
|
| | | | — | | | | | | — | | |
Outstanding restricted interests as of March 31, 2021
|
| | | | 10,127 | | | | | $ | 1.83 | | |
| | |
Number of
Restricted Interests |
| |
Weighted-
Average Grant Date Fair Value |
| ||||||
| | |
(in thousands)
|
| | | | | | | |||
Non-vested restricted interests as of January 1, 2021
|
| | | | 10,127 | | | | | $ | 1.83 | | |
Granted
|
| | | | — | | | | | | — | | |
Vested
|
| | | | — | | | | | | — | | |
Forfeited
|
| | | | — | | | | | | — | | |
Non-vested restricted interests as of March 31, 2021
|
| | | | 10,127 | | | | | $ | 1.83 | | |
| | |
Number of
Stock Options |
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Grant Date Fair Value |
| |||||||||
| | |
(in thousands)
|
| | | | | | | | | | | | | |||
Outstanding stock options as of January 1, 2021
|
| | | | 35,324 | | | | | $ | 3.46 | | | | | $ | 0.54 | | |
Granted
|
| | | | — | | | | | | — | | | | | | — | | |
Exercised
|
| | | | — | | | | | | — | | | | | | — | | |
Expired/forfeited
|
| | | | — | | | | | | — | | | | | | — | | |
Outstanding stock options as of March 31, 2021
|
| | | | 35,324 | | | | | $ | 3.46 | | | | | $ | 0.54 | | |
Exercisable stock options as of March 31, 2021
|
| | | | 15,363 | | | | | $ | 3.31 | | | | | $ | 0.36 | | |
| | |
Number of
Stock Options |
| |
Weighted-
Average Grant Date Fair Value |
| ||||||
| | |
(in thousands)
|
| | | | | | | |||
Non-vested stock options as of January 1, 2021
|
| | | | 23,840 | | | | | $ | 0.64 | | |
Granted
|
| | | | — | | | | | | — | | |
Vested
|
| | | | (5,990) | | | | | | 0.41 | | |
Forfeited
|
| | | | — | | | | | | — | | |
Non-vested stock options as of March 31, 2021
|
| | | | 17,850 | | | | | $ | 0.72 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Cost of revenue
|
| | | $ | 51 | | | | | $ | 59 | | |
Technology and development
|
| | | | 94 | | | | | | 107 | | |
Sales and marketing
|
| | | | 236 | | | | | | 276 | | |
General and administrative
|
| | | | 1,033 | | | | | | 142 | | |
Total equity-based compensation expense
|
| | | $ | 1,414 | | | | | $ | 584 | | |
| | |
2021
|
| |
2020
|
| ||||||
Revenue derived from equity investors
|
| | | $ | 4,849 | | | | | $ | 5,242 | | |
Deferred revenue from equity investors
|
| | | $ | 12,202 | | | | | $ | 14,132 | | |
Accounts receivable due from equity investors
|
| | | $ | 3,144 | | | | | $ | 3,881 | | |
| | |
December 31,
|
| |||||||||
(in thousands, except share data)
|
| |
2020
|
| |
2019
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 312,799 | | | | | $ | 84,046 | | |
Restricted cash, current
|
| | | | — | | | | | | 299 | | |
Accounts receivable, net
|
| | | | 50,397 | | | | | | 20,006 | | |
Other receivables
|
| | | | 8,205 | | | | | | 11,770 | | |
Parts and supplies inventories, net
|
| | | | 5,320 | | | | | | 918 | | |
Prepaid expenses and other
|
| | | | 18,801 | | | | | | 11,389 | | |
Total current assets
|
| | | | 395,522 | | | | | | 128,428 | | |
Property and equipment, net
|
| | | | 323,090 | | | | | | 344,981 | | |
Operating lease right-of-use assets
|
| | | | 64,479 | | | | | | 11,181 | | |
Goodwill
|
| | | | 400,160 | | | | | | 3,732 | | |
Intangible assets, net
|
| | | | 163,710 | | | | | | 20,135 | | |
Restricted cash, non-current
|
| | | | 12,077 | | | | | | 12,095 | | |
Employee loans receivable, net
|
| | | | 102 | | | | | | 5,357 | | |
Other non-current assets
|
| | | | 849 | | | | | | 1,726 | | |
Total assets
|
| | | $ | 1,359,989 | | | | | $ | 527,635 | | |
LIABILITIES AND MEMBERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Current maturities of long-term debt
|
| | | $ | 62,678 | | | | | $ | 49,202 | | |
Accounts payable
|
| | | | 20,920 | | | | | | 27,907 | | |
Accrued expenses
|
| | | | 71,381 | | | | | | 45,228 | | |
Deferred revenue, current
|
| | | | 651,096 | | | | | | 252,737 | | |
Operating lease liabilities, current
|
| | | | 15,858 | | | | | | 8,649 | | |
Intangible liabilities, current
|
| | | | 2,000 | | | | | | — | | |
Other current liabilities
|
| | | | 15,980 | | | | | | — | | |
Total current liabilities
|
| | | | 839,913 | | | | | | 383,723 | | |
Long-term debt
|
| | | | 148,411 | | | | | | 195,171 | | |
Deferred revenue, non-current
|
| | | | 1,982 | | | | | | 1,331 | | |
Operating lease liabilities, non-current
|
| | | | 56,358 | | | | | | 3,433 | | |
Intangible liabilities, non-current
|
| | | | 16,083 | | | | | | — | | |
Other non-current liabilities
|
| | | | 3,415 | | | | | | 231 | | |
Total liabilities
|
| | | | 1,066,162 | | | | | | 583,889 | | |
Commitments and contingencies (Note 11) | | | | | | | | | | | | | |
Members’ equity (deficit): | | | | | | | | | | | | | |
Class A preferred interests (73,723,250 interests issued and outstanding as of 2020 and 2019)
|
| | | | — | | | | | | — | | |
Class B preferred interests (34,023,527 interests issued and outstanding as of 2020 and 2019)
|
| | | | — | | | | | | — | | |
Class C preferred interests (37,642,050 interests issued and outstanding as of 2020 and 2019)
|
| | | | — | | | | | | — | | |
Class D preferred interests (36,909,359 interests issued and outstanding as of 2020 and 2019)
|
| | | | — | | | | | | 59,965 | | |
Class E preferred interests (112,949,305 and 0 interests issued and outstanding
as of 2020 and 2019) |
| | | | 401,567 | | | | | | — | | |
Common interests (63,262,039 and 61,537,901 interests issued and outstanding
as of 2020 and 2019) |
| | | | 8,959 | | | | | | 3,822 | | |
Common restricted interests
|
| | | | — | | | | | | — | | |
Common profits interests
|
| | | | 8,957 | | | | | | 7,841 | | |
Common stock options
|
| | | | 4,475 | | | | | | 2,249 | | |
Accumulated deficit
|
| | | | (130,131) | | | | | | (130,131) | | |
Total members’ equity (deficit)
|
| | | | 293,827 | | | | | | (56,254) | | |
Total liabilities and members’ equity (deficit)
|
| | | $ | 1,359,989 | | | | | $ | 527,635 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Revenue: | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | 694,981 | | | | | $ | 384,912 | | | | | $ | 332,144 | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 634,775 | | | | | | 340,673 | | | | | | 283,231 | | |
Technology and development
|
| | | | 21,010 | | | | | | 13,965 | | | | | | 8,203 | | |
Sales and marketing
|
| | | | 55,124 | | | | | | 40,624 | | | | | | 42,048 | | |
General and administrative
|
| | | | 64,885 | | | | | | 28,426 | | | | | | 15,917 | | |
Depreciation and amortization
|
| | | | 58,529 | | | | | | 39,352 | | | | | | 35,226 | | |
CARES Act grant
|
| | | | (76,376) | | | | | | — | | | | | | — | | |
Total costs and expenses
|
| | | | 757,947 | | | | | | 463,040 | | | | | | 384,625 | | |
Loss from operations
|
| | | | (62,966) | | | | | | (78,128) | | | | | | (52,481) | | |
Other (expense) income: | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 550 | | | | | | 615 | | | | | | 935 | | |
Interest expense
|
| | | | (22,989) | | | | | | (29,360) | | | | | | (31,691) | | |
Total other expense
|
| | | | (22,439) | | | | | | (28,745) | | | | | | (30,756) | | |
Net loss
|
| | | $ | (85,405) | | | | | $ | (106,873) | | | | | $ | (83,237) | | |
(in thousands)
|
| |
Class A
preferred interests |
| |
Class B
preferred interests |
| |
Class C
preferred interests |
| |
Class D
preferred interests |
| |
Class E
preferred interests |
| |
Common
interests |
| |
Common
restricted interests |
| |
Common
profits interests |
| |
Common
stock options |
| |
Accumulated
deficit |
| |
Total
|
| |||||||||||||||||||||||||||||||||
Balance as of December 31, 2017
|
| | | $ | — | | | | | $ | — | | | | | $ | 33,406 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 5,691 | | | | | $ | 228 | | | | | $ | (38,629) | | | | | $ | 696 | | |
Capital contributions, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,243 | | | | | | 1,046 | | | | | | — | | | | | | 2,289 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (33,406) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (49,831) | | | | | | (83,237) | | |
Balance as of December 31, 2018
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,934 | | | | | | 1,274 | | | | | | (88,460) | | | | | | (80,252) | | |
Capital contributions, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | 125,167 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 125,167 | | |
Consideration issued for asset acquisition
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,822 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,822 | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 907 | | | | | | 975 | | | | | | — | | | | | | 1,882 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (65,202) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (41,671) | | | | | | (106,873) | | |
Balance as of December 31, 2019
|
| | | | — | | | | | | — | | | | | | — | | | | | | 59,965 | | | | | | — | | | | | | 3,822 | | | | | | — | | | | | | 7,841 | | | | | | 2,249 | | | | | | (130,131) | | | | | | (56,254) | | |
Consideration issued for business combinations
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 427,007 | | | | | | 5,137 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 432,144 | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,116 | | | | | | 2,226 | | | | | | — | | | | | | 3,342 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (59,965) | | | | | | (25,440) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (85,405) | | |
Balance as of December 31, 2020
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 401,567 | | | | | $ | 8,959 | | | | | $ | — | | | | | $ | 8,957 | | | | | $ | 4,475 | | | | | $ | (130,131) | | | | | $ | 293,827 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (85,405) | | | | | $ | (106,873) | | | | | $ | (83,237) | | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 58,529 | | | | | | 39,352 | | | | | | 35,226 | | |
Amortization of deferred financing costs and debt discount
|
| | | | 1,612 | | | | | | 1,943 | | | | | | 1,835 | | |
Accretion of investments
|
| | | | — | | | | | | (38) | | | | | | (41) | | |
Equity-based compensation
|
| | | | 3,342 | | | | | | 1,882 | | | | | | 2,289 | | |
Provision for expected credit losses
|
| | | | 7,119 | | | | | | 567 | | | | | | 581 | | |
Changes in operating assets and liabilities, net of effects from acquisitions:
|
| | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | 14,506 | | | | | | 1,412 | | | | | | 6,432 | | |
Other receivables
|
| | | | 6,968 | | | | | | (4,942) | | | | | | 2,802 | | |
Parts and supplies inventories
|
| | | | (636) | | | | | | (70) | | | | | | — | | |
Prepaid expenses and other
|
| | | | (418) | | | | | | (3,276) | | | | | | 1,686 | | |
Other non-current assets
|
| | | | 877 | | | | | | 734 | | | | | | 17 | | |
Operating lease liabilities, net
|
| | | | 1,094 | | | | | | 961 | | | | | | — | | |
Accounts payable
|
| | | | (13,868) | | | | | | 6,728 | | | | | | 3,171 | | |
Accrued expenses
|
| | | | (6,080) | | | | | | 6,375 | | | | | | 1,937 | | |
Other current liabilities
|
| | | | 15,980 | | | | | | — | | | | | | — | | |
Other non-current liabilities
|
| | | | 3,415 | | | | | | 231 | | | | | | — | | |
Deferred revenue
|
| | | | 202,609 | | | | | | 30,134 | | | | | | 24,000 | | |
Net cash provided by (used in) operating activities
|
| | | | 209,644 | | | | | | (24,879) | | | | | | (3,302) | | |
INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (7,109) | | | | | | (4,146) | | | | | | (8,036) | | |
Acquisition of businesses, net of cash acquired
|
| | | | 97,104 | | | | | | (28,329) | | | | | | — | | |
Cash paid for asset acquisition
|
| | | | — | | | | | | (14,422) | | | | | | — | | |
Capitalized software development costs
|
| | | | (8,415) | | | | | | (3,923) | | | | | | (4,100) | | |
Purchases of investments
|
| | | | — | | | | | | (2,483) | | | | | | (9,426) | | |
Proceeds from sales and maturities of investments
|
| | | | — | | | | | | 11,987 | | | | | | — | | |
Net cash provided by (used in) investing activities
|
| | | | 81,580 | | | | | | (41,316) | | | | | | (21,562) | | |
FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Proceeds from long-term debt
|
| | | | 755 | | | | | | — | | | | | | — | | |
Repayments of long-term debt
|
| | | | (63,450) | | | | | | (37,706) | | | | | | (33,139) | | |
Loans to employees
|
| | | | (93) | | | | | | (78) | | | | | | (91) | | |
Capital contributions – Class D preferred interests
|
| | | | — | | | | | | 128,167 | | | | | | — | | |
Payments of offering costs
|
| | | | — | | | | | | (3,000) | | | | | | — | | |
Net cash provided by (used in) financing activities
|
| | | | (62,788) | | | | | | 87,383 | | | | | | (33,230) | | |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED
CASH |
| | | | 228,436 | | | | | | 21,188 | | | | | | (58,094) | | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF
PERIOD |
| | | | 96,440 | | | | | | 75,252 | | | | | | 133,346 | | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD
|
| | | $ | 324,876 | | | | | $ | 96,440 | | | | | $ | 75,252 | | |
CASH PAID DURING THE PERIOD FOR: | | | | | | | | | | | | | | | | | | | |
Interest
|
| | | $ | 21,717 | | | | | $ | 28,369 | | | | | $ | 29,160 | | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
| | | | | | | | | | | | | | | | | | |
Non-cash consideration issued for business acquisition of Delta Private Jets LLC
|
| | | | 427,007 | | | | | | — | | | | | | — | | |
Non-cash consideration issued for business acquisition of Gama Aviation LLC
|
| | | | 32,638 | | | | | | — | | | | | | — | | |
Non-cash consideration issued for asset acquisition of Avianis Systems LLC
|
| | | | — | | | | | | 3,822 | | | | | | — | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Aircraft
|
| | | $ | 473,509 | | | | | $ | 471,972 | | |
Software development costs
|
| | | | 22,414 | | | | | | 13,491 | | |
Leasehold improvements
|
| | | | 9,560 | | | | | | 4,359 | | |
Computer equipment
|
| | | | 1,846 | | | | | | 1,378 | | |
Building and improvements
|
| | | | 1,424 | | | | | | 1,424 | | |
Furniture and fixtures
|
| | | | 1,321 | | | | | | 374 | | |
Tooling
|
| | | | 1,296 | | | | | | — | | |
Vehicles
|
| | | | 597 | | | | | | 71 | | |
| | | | | 511,967 | | | | | | 493,069 | | |
Less: Accumulated depreciation and amortization
|
| | | | (188,877) | | | | | | (148,088) | | |
Total
|
| | | $ | 323,090 | | | | | $ | 344,981 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Services transferred at a point in time: | | | | | | | | | | | | | | | | | | | |
Flights, net of discounts and fees
|
| | | $ | 495,419 | | | | | $ | 334,263 | | | | | $ | 284,660 | | |
Recharge and recovery
|
| | | | 124,881 | | | | | | — | | | | | | — | | |
Ground services – FBO
|
| | | | 2,162 | | | | | | — | | | | | | — | | |
Other
|
| | | | 7,230 | | | | | | 4,781 | | | | | | 4,441 | | |
Services transferred over time: | | | | | | | | | | | | | | | | | | | |
Memberships – annual dues
|
| | | | 47,435 | | | | | | 42,025 | | | | | | 36,743 | | |
Memberships – initiation fees
|
| | | | 7,187 | | | | | | 3,843 | | | | | | 6,300 | | |
Aircraft management – monthly fee
|
| | | | 7,848 | | | | | | — | | | | | | — | | |
Ground services – MRO
|
| | | | 2,819 | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 694,981 | | | | | $ | 384,912 | | | | | $ | 332,144 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Flights – Blocks and jet cards
|
| | | $ | 609,490 | | | | | $ | 219,839 | | |
Memberships – annual dues
|
| | | | 32,016 | | | | | | 24,667 | | |
Memberships – initiation fees
|
| | | | 3,870 | | | | | | 2,715 | | |
Flights – credits
|
| | | | 7,291 | | | | | | 5,032 | | |
Other
|
| | | | 411 | | | | | | 1,815 | | |
Deferred revenue, total
|
| | | | 653,078 | | | | | | 254,068 | | |
Less: Deferred revenue, current
|
| | | | (651,096) | | | | | | (252,737) | | |
Deferred revenue, non-current
|
| | | $ | 1,982 | | | | | $ | 1,331 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Deferred revenue – beginning balance
|
| | | $ | 254,068 | | | | | $ | 222,639 | | |
Amounts deferred during the period
|
| | | | 954,840 | | | | | | 416,342 | | |
Revenue recognized from amounts included in deferred revenue beginning balance
|
| | | | (154,138) | | | | | | (165,302) | | |
Revenue from current period sales
|
| | | | (401,692) | | | | | | (219,611) | | |
Deferred revenue – ending balance
|
| | | $ | 653,078 | | | | | $ | 254,068 | | |
|
Current assets
|
| | | $ | 147,440 | | |
|
Property and equipment
|
| | | | 6,729 | | |
|
Intangible assets
|
| | | | 150,000 | | |
|
Goodwill
|
| | | | 341,671 | | |
|
Other assets
|
| | | | 17,608 | | |
|
Total assets acquired
|
| | | | 663,448 | | |
|
Total liabilities assumed
|
| | | | (236,441) | | |
|
Net assets acquired
|
| | | $ | 427,007 | | |
| | |
Amount
(In thousands) |
| |
Weighted-
Average Amortization Period (Years) |
| ||||||
Status
|
| | | $ | 80,000 | | | | | | 10.0 | | |
Customer relationships
|
| | | | 60,000 | | | | | | 10.0 | | |
Trade name
|
| | | | 10,000 | | | | | | 10.0 | | |
Total acquired intangible assets
|
| | | $ | 150,000 | | | | | | 10.0 | | |
Total acquired intangible liabilities
|
| | | $ | 20,000 | | | | | | 10.0 | | |
|
Current assets
|
| | | $ | 50,316 | | |
|
Property and equipment
|
| | | | 696 | | |
|
Intangible assets
|
| | | | 13,000 | | |
|
Goodwill
|
| | | | 54,757 | | |
|
Other assets
|
| | | | 5,866 | | |
|
Total assets acquired
|
| | | | 124,635 | | |
|
Total liabilities assumed
|
| | | | (50,705) | | |
|
Net assets acquired
|
| | | $ | 73,930 | | |
| | |
Amount
(In thousands) |
| |
Weighted-
Average Amortization Period (Years) |
| ||||||
Customer relationships
|
| | | $ | 10,000 | | | | | | 10.0 | | |
Trade name
|
| | | | 3,000 | | | | | | 2.0 | | |
Total acquired intangible assets
|
| | | $ | 13,000 | | | | | | 8.2 | | |
|
Current assets
|
| | | $ | 3,468 | | |
|
Property and equipment
|
| | | | 27,198 | | |
|
Intangible assets
|
| | | | 2,100 | | |
|
Goodwill
|
| | | | 3,732 | | |
|
Other assets
|
| | | | 3,774 | | |
|
Total assets acquired
|
| | | | 40,272 | | |
|
Total liabilities assumed
|
| | | | (10,492) | | |
|
Net assets acquired
|
| | | $ | 29,780 | | |
| | |
Amount
(In thousands) |
| |
Weighted-
Average Amortization Period (Years) |
| ||||||
Non-competition agreement
|
| | | $ | 100 | | | | | | 1.0 | | |
Trade name
|
| | | | 900 | | | | | | 5.0 | | |
Developed technology
|
| | | | 500 | | | | | | 5.0 | | |
Leasehold interest – favorable
|
| | | | 600 | | | | | | 27.0 | | |
Total acquired intangible assets
|
| | | $ | 2,100 | | | | | | 11.1 | | |
|
Current assets
|
| | | $ | 99 | | |
|
Intangible assets
|
| | | | 18,947 | | |
|
Total assets acquired
|
| | | | 19,046 | | |
|
Total liabilities assumed
|
| | | | (802) | | |
|
Net assets acquired
|
| | | $ | 18,244 | | |
| | |
Amount
(In thousands) |
| |
Weighted-
Average Amortization Period (Years) |
| ||||||
Developed technology
|
| | | $ | 18,947 | | | | | | 7.0 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
(in thousands)
|
| |||||||||
Revenue
|
| | | $ | 739,707 | | | | | $ | 825,749 | | |
Loss from operations
|
| | | $ | (59,673) | | | | | $ | (103,346) | | |
|
Balance as of January 1, 2019
|
| | | $ | — | | |
|
Acquisition of TMC
|
| | | | 3,732 | | |
|
Balance as of December 31, 2019
|
| | | | 3,732 | | |
|
Acquisition of WUPJ
|
| | | | 341,671 | | |
|
Acquisition of Gama
|
| | | | 54,757 | | |
|
Balance as of December 31, 2020
|
| | | $ | 400,160 | | |
| | |
December 31, 2020
|
| |||||||||||||||
| | |
Gross Carrying
Value |
| |
Accumulated
Amortization |
| |
Net Carrying
Value |
| |||||||||
Status
|
| | | $ | 80,000 | | | | | $ | 7,645 | | | | | $ | 72,355 | | |
Customer relationships
|
| | | | 70,000 | | | | | | 6,609 | | | | | | 63,391 | | |
Non-competition agreement
|
| | | | 100 | | | | | | 100 | | | | | | — | | |
Trade name
|
| | | | 13,900 | | | | | | 2,487 | | | | | | 11,413 | | |
Developed technology
|
| | | | 19,545 | | | | | | 3,559 | | | | | | 15,986 | | |
Leasehold interest – favorable
|
| | | | 600 | | | | | | 35 | | | | | | 565 | | |
Total
|
| | | $ | 184,145 | | | | | $ | 20,435 | | | | | $ | 163,710 | | |
| | |
December 31, 2019
|
| |||||||||||||||
| | |
Gross Carrying
Value |
| |
Accumulated
Amortization |
| |
Net Carrying
Value |
| |||||||||
Non-competition agreement
|
| | | $ | 100 | | | | | $ | 58 | | | | | $ | 42 | | |
Trade name
|
| | | | 900 | | | | | | 105 | | | | | | 795 | | |
Developed technology
|
| | | | 19,447 | | | | | | 735 | | | | | | 18,712 | | |
Leasehold interest – favorable
|
| | | | 600 | | | | | | 14 | | | | | | 586 | | |
Total
|
| | | $ | 21,047 | | | | | $ | 912 | | | | | $ | 20,135 | | |
| | |
December 31, 2020
|
| |||||||||||||||
| | |
Gross Carrying
Value |
| |
Accumulated
Amortization |
| |
Net Carrying
Value |
| |||||||||
Intangible liabilities
|
| | | $ | 20,000 | | | | | $ | 1,917 | | | | | $ | 18,083 | | |
Year ending December 31,
|
| |
Intangible
Assets |
| |
Intangible
Liabilities |
| ||||||
2021
|
| | | $ | 20,578 | | | | | $ | 2,000 | | |
2022
|
| | | | 19,333 | | | | | | 2,000 | | |
2023
|
| | | | 19,078 | | | | | | 2,000 | | |
2024
|
| | | | 18,915 | | | | | | 2,000 | | |
2025
|
| | | | 18,798 | | | | | | 2,000 | | |
Thereafter
|
| | | | 67,008 | | | | | | 8,083 | | |
| | | | $ | 163,710 | | | | | $ | 18,083 | | |
| | |
December 31, 2020
|
| |||||||||||||||||||||||||||
| | |
Amortized
Cost |
| |
Unrealized
Gains |
| |
Unrealized
Losses |
| |
Fair
Value |
| |
Cash and
Cash Equivalents |
| |||||||||||||||
Cash
|
| | | $ | 209,327 | | | | | $ | — | | | | | $ | — | | | | | $ | 209,327 | | | | | $ | 209,327 | | |
Money market funds
|
| | | | 103,472 | | | | | | — | | | | | | — | | | | | | 103,472 | | | | | | 103,472 | | |
Total
|
| | | $ | 312,799 | | | | | $ | — | | | | | $ | — | | | | | $ | 312,799 | | | | | $ | 312,799 | | |
| | |
December 31, 2019
|
| |||||||||||||||||||||||||||
| | |
Amortized
Cost |
| |
Unrealized
Gains |
| |
Unrealized
Losses |
| |
Fair
Value |
| |
Cash and
Cash Equivalents |
| |||||||||||||||
Cash
|
| | | $ | 65,938 | | | | | $ | — | | | | | $ | — | | | | | $ | 65,938 | | | | | $ | 65,938 | | |
Money market funds
|
| | | | 18,108 | | | | | | — | | | | | | — | | | | | | 18,108 | | | | | | 18,108 | | |
Total
|
| | | $ | 84,046 | | | | | $ | — | | | | | $ | — | | | | | $ | 84,046 | | | | | $ | 84,046 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Cash and cash equivalents
|
| | | $ | 312,799 | | | | | $ | 84,046 | | |
Restricted cash
|
| | | | 12,077 | | | | | | 12,394 | | |
Total
|
| | | $ | 324,876 | | | | | $ | 96,440 | | |
| | |
December 31, 2020
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Fair
Value |
| ||||||||||||
Cash Equivalents: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 103,472 | | | | | $ | — | | | | | $ | — | | | | | $ | 103,472 | | |
| | |
December 31, 2019
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Fair
Value |
| ||||||||||||
Cash Equivalents: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 18,108 | | | | | $ | — | | | | | $ | — | | | | | $ | 18,108 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Amended 1st Facility: | | | | | | | | | | | | | |
Debt discount
|
| | | $ | 1,154 | | | | | $ | 1,153 | | |
Less: Accumulated amortization
|
| | | | (1,091) | | | | | | (995) | | |
| | | | | 63 | | | | | | 158 | | |
2nd Facility: | | | | | | | | | | | | | |
Debt discount
|
| | | | 862 | | | | | | 862 | | |
Less: Accumulated amortization
|
| | | | (629) | | | | | | (509) | | |
| | | | | 233 | | | | | | 353 | | |
3rd Facility: | | | | | | | | | | | | | |
Debt discount
|
| | | | 735 | | | | | | 735 | | |
Less: Accumulated amortization
|
| | | | (416) | | | | | | (296) | | |
| | | | | 319 | | | | | | 439 | | |
Total
|
| | | $ | 615 | | | | | $ | 950 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Amended 1st Facility: | | | | | | | | | | | | | |
Deferred financing costs
|
| | | $ | 4,540 | | | | | $ | 4,540 | | |
Less: Accumulated amortization
|
| | | | (4,403) | | | | | | (4,047) | | |
| | | | | 137 | | | | | | 493 | | |
2nd Facility: | | | | | | | | | | | | | |
Deferred financing costs
|
| | | | 3,845 | | | | | | 3,829 | | |
Less: Accumulated amortization
|
| | | | (2,770) | | | | | | (2,242) | | |
| | | | | 1,075 | | | | | | 1,587 | | |
3rd Facility: | | | | | | | | | | | | | |
Deferred financing costs
|
| | | | 2,622 | | | | | | 2,613 | | |
Less: Accumulated amortization
|
| | | | (1,457) | | | | | | (1,040) | | |
| | | | | 1,165 | | | | | | 1,573 | | |
Total
|
| | | $ | 2,377 | | | | | $ | 3,653 | | |
| | |
Maturity Dates
|
| |
Interest Rate Per
Annum as of December 31, 2020 |
| |
December 31,
|
| ||||||||||||
| | |
2020
|
| |
2019
|
| |||||||||||||||
Amended 1st Facility: | | | | | | | | | | | | | | | | | | | | | | |
A-1
|
| |
2020 to 2021
|
| | | | 10.92% | | | | | $ | 11,811 | | | | | $ | 29,099 | | |
A-2
|
| |
2020 to 2021
|
| | | | 10.92% | | | | | | 7,874 | | | | | | 19,400 | | |
A-3
|
| |
2021 to 2022
|
| | | | 10.92% | | | | | | 28,104 | | | | | | 34,821 | | |
B
|
| |
2023 to 2024
|
| | | | 12.00% | | | | | | 8,119 | | | | | | 14,175 | | |
2nd Facility: | | | | | | | | | | | | | | | | | | | | | | |
A
|
| |
2023 to 2024
|
| | | | 8.15% | | | | | | 55,450 | | | | | | 63,325 | | |
B
|
| |
2023 to 2024
|
| | | | 11.40% | | | | | | 24,510 | | | | | | 27,210 | | |
3rd Facility: | | | | | | | | | | | | | | | | | | | | | | |
A
|
| |
2024 to 2025
|
| | | | 9.54% | | | | | | 53,334 | | | | | | 60,946 | | |
| | | | | | | | | | | | | | 189,202 | | | | | | 248,976 | | |
Less: Unamortized debt discount
|
| | | | | | | | | | | | | (615) | | | | | | (950) | | |
Less: Unamortized deferred financing costs
|
| | | | | | | | | | | | | (2,377) | | | | | | (3,653) | | |
| | | | | | | | | | | | | | 186,210 | | | | | | 244,373 | | |
Less: Current maturities of long-term debt
|
| | | | | | | | | | | | | (55,295) | | | | | | (49,202) | | |
Total
|
| | | | | | | | | | | | $ | 130,915 | | | | | $ | 195,171 | | |
| | | | | | | | |
Amortization of
|
| |||||||||
Year ending December 31,
|
| |
Principal
Payments |
| |
Debt
Discounts |
| |
Deferred
Financing Costs |
| |||||||||
2021
|
| | | $ | 62,679 | | | | | $ | 260 | | | | | $ | 917 | | |
2022
|
| | | | 46,717 | | | | | | 185 | | | | | | 700 | | |
2023
|
| | | | 68,818 | | | | | | 112 | | | | | | 430 | | |
2024
|
| | | | 23,190 | | | | | | 48 | | | | | | 170 | | |
2025
|
| | | | 12,677 | | | | | | 10 | | | | | | 160 | | |
Thereafter
|
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 214,081 | | | | | $ | 615 | | | | | $ | 2,377 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Operating lease costs
|
| | | $ | 19,810 | | | | | $ | 8,078 | | |
Short-term lease costs
|
| | | | 17,217 | | | | | | 1,853 | | |
Less: Sublease income
|
| | | | — | | | | | | (375) | | |
Total lease costs
|
| | | $ | 37,027 | | | | | $ | 9,556 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Cash paid for amounts included in the measurement of operating lease liabilities:
|
| | | | | | | | | | | | |
Operating cash flows paid for operating leases
|
| | | $ | 19,889 | | | | | $ | 9,734 | | |
Right-of-use assets obtained in exchange for operating lease
obligations |
| | | $ | 68,152 | | | | | $ | 126 | | |
| | |
2020
|
| |
2019
|
| ||||||
Weighted-average remaining lease term (in years): | | | | | | | | | | | | | |
Operating leases
|
| | | | 7.5 | | | | | | 2.7 | | |
Weighted-average discount rate: | | | | | | | | | | | | | |
Operating leases
|
| | | | 9.5% | | | | | | 9.6% | | |
Year Ending December 31,
|
| |
Operating Leases
|
| |||
2021
|
| | | $ | 22,053 | | |
2022
|
| | | | 18,620 | | |
2023
|
| | | | 14,409 | | |
2024
|
| | | | 7,041 | | |
2025
|
| | | | 5,056 | | |
Thereafter
|
| | | | 35,197 | | |
Total lease payments
|
| | | | 102,376 | | |
Less: Imputed interest
|
| | | | (30,160) | | |
Total lease obligations
|
| | | $ | 72,216 | | |
Grant Date
|
| |
Participation
Threshold |
| |
Authorized and
Issued Profits Interests |
| ||||||
November 3, 2014
|
| | | $ | 133,233 | | | | | | 8,000 | | |
May 18, 2015
|
| | | | 185,000 | | | | | | 1,523 | | |
September 11, 2015
|
| | | | 350,000 | | | | | | 7,000 | | |
December 22, 2016
|
| | | | 521,637 | | | | | | 15,250 | | |
April 17, 2018
|
| | | | 692,500 | | | | | | 3,920 | | |
May 21, 2018
|
| | | | 692,500 | | | | | | 1,000 | | |
October 23, 2018
|
| | | | 692,500 | | | | | | 4,769 | | |
April 30, 2019
|
| | | | 692,500 | | | | | | 3,988 | | |
October 4, 2019
|
| | | | 756,000 | | | | | | 250 | | |
December 11, 2019
|
| | | | 884,445 | | | | | | 3,725 | | |
April 29, 2020
|
| | | | 1,323,174 | | | | | | 15,227 | | |
November 25, 2020
|
| | | | 1,500,000 | | | | | | 2,985 | | |
December 31, 2020
|
| | | | 1,597,729 | | | | | | 400 | | |
| | | | | | | | | | | 68,037 | | |
| | |
Number of
Profits Interests |
| |
Weighted-
Average Grant Date Fair Value |
| ||||||
| | |
(in thousands)
|
| | | | | | | |||
Outstanding profits interests as of January 1, 2020
|
| | | | 45,313 | | | | | $ | 0.19 | | |
Changes during the year:
|
| | | | | | | | | | | | |
Granted
|
| | | | 18,612 | | | | | | 0.19 | | |
Expired/forfeited
|
| | | | (903) | | | | | | 0.20 | | |
Outstanding profits interests as of December 31, 2020
|
| | | | 63,022 | | | | | $ | 0.19 | | |
| | |
Number of
Profits Interests |
| |
Weighted-
Average Grant Date Fair Value |
| ||||||
| | |
(in thousands)
|
| | | | | | | |||
Non-vested profits interests as of January 1, 2020
|
| | | | 16,294 | | | | | $ | 0.06 | | |
Granted
|
| | | | 18,612 | | | | | | 0.19 | | |
Vested
|
| | | | (6,609) | | | | | | 0.10 | | |
Forfeited
|
| | | | (903) | | | | | | 0.20 | | |
Non-vested profits interests as of December 31, 2020
|
| | | | 27,394 | | | | | $ | 0.13 | | |
| | |
Number of
Restricted Interests |
| |
Weighted-
Average Grant Date Fair Value |
| ||||||
| | |
(in thousands)
|
| | | | | | | |||
Outstanding restricted interests as of January 1, 2020
|
| | | | 9,387 | | | | | $ | 1.80 | | |
Changes during the year: | | | | | | | | | | | | | |
Granted
|
| | | | 740 | | | | | | 2.25 | | |
Expired/forfeited
|
| | | | — | | | | | | — | | |
Outstanding restricted interests as of December 31, 2020
|
| | | | 10,127 | | | | | $ | 1.83 | | |
| | |
Number of
Restricted Interests |
| |
Weighted-
Average Grant Date Fair Value |
| ||||||
| | |
(in thousands)
|
| | | | | | | |||
Non-vested restricted interests as of January 1, 2020
|
| | | | 9,387 | | | | | $ | 1.80 | | |
Granted
|
| | | | 740 | | | | | | 2.25 | | |
Vested
|
| | | | — | | | | | | — | | |
Forfeited
|
| | | | — | | | | | | — | | |
Non-vested restricted interests as of December 31, 2020
|
| | | | 10,127 | | | | | $ | 1.83 | | |
| | |
Number of
Stock Options |
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Grant Date Fair Value |
| |||||||||
| | |
(in thousands)
|
| | | | | | | | | | | | | |||
Outstanding stock options as of January 1, 2020
|
| | | | 21,910 | | | | | $ | 3.31 | | | | | $ | 0.32 | | |
Changes during the year: | | | | | | | | | | | | | | | | | | | |
Granted
|
| | | | 14,740 | | | | | | 3.65 | | | | | | 0.84 | | |
Exercised
|
| | | | — | | | | | | — | | | | | | — | | |
Expired/forfeited
|
| | | | (1,421) | | | | | | 3.13 | | | | | | 0.29 | | |
Outstanding stock options as of December 31, 2020
|
| | | | 35,229 | | | | | $ | 3.46 | | | | | $ | 0.54 | | |
Exercisable stock options as of December 31, 2020
|
| | | | 9,453 | | | | | $ | 3.25 | | | | | $ | 0.32 | | |
| | |
Number of Stock
Options |
| |
Weighted-
Average Grant Date Fair Value |
| ||||||
| | |
(in thousands)
|
| | | | | | | |||
Non-vested stock options as of January 1, 2020
|
| | | | 15,454 | | | | | $ | 0.33 | | |
Granted
|
| | | | 14,740 | | | | | | 0.84 | | |
Vested
|
| | | | (4,933) | | | | | | 0.36 | | |
Forfeited
|
| | | | (1,421) | | | | | | 0.29 | | |
Non-vested stock options as of December 31, 2020
|
| | | | 23,840 | | | | | $ | 0.64 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||
Expected term (in years)
|
| |
7
|
| |
7
|
| | | | 7 | | |
Expected volatility
|
| |
44% – 47%
|
| |
32% – 35%
|
| | | | 32% | | |
Weighted-average volatility
|
| |
46%
|
| |
35%
|
| | | | 32% | | |
Risk-free rate
|
| |
0.4% – 0.7%
|
| |
1.4% – 2.8%
|
| | | | 2.8% | | |
Expected dividend rate
|
| |
0%
|
| |
0%
|
| | | | 0% | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Cost of revenue
|
| | | $ | 293 | | | | | $ | 455 | | | | | $ | 240 | | |
Technology and development
|
| | | | 445 | | | | | | 449 | | | | | | 237 | | |
Sales and marketing
|
| | | | 1,055 | | | | | | 723 | | | | | | 1,147 | | |
General and administrative
|
| | | | 1,549 | | | | | | 255 | | | | | | 665 | | |
Total equity-based compensation expense
|
| | | $ | 3,342 | | | | | $ | 1,882 | | | | | $ | 2,289 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Revenue derived from equity investors
|
| | | $ | 14,939 | | | | | $ | 18,332 | | | | | $ | 18,541 | | |
Deferred revenue from equity investors
|
| | | $ | 14,132 | | | | | $ | 10,994 | | | | | $ | 11,044 | | |
Accounts receivable due from equity investors
|
| | | $ | 3,881 | | | | | $ | 2,071 | | | | | $ | 1,135 | | |
(in thousands, except share data)
|
| |
December 31,
2019 |
| |||
ASSETS | | | | | | | |
Current assets: | | | | | | | |
Cash
|
| | | $ | 32,949 | | |
Note receivable due from parent
|
| | | | 205,000 | | |
Accounts receivable
|
| | | | 6,864 | | |
Parts and supplies inventories
|
| | | | 2,744 | | |
Prepaid expenses and other current assets
|
| | | | 5,313 | | |
Total current assets
|
| | | | 252,870 | | |
Property and equipment, net
|
| | | | 3,680 | | |
Operating lease right-of-use assets
|
| | | | 26,712 | | |
Total assets
|
| | | $ | 283,262 | | |
LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | |
Current liabilities: | | | | | | | |
Accounts payable
|
| | | $ | 7,384 | | |
Accrued taxes
|
| | | | 9,462 | | |
Accrued expenses and other
|
| | | | 4,161 | | |
Deferred revenue, current
|
| | | | 136,554 | | |
Operating lease liabilities, current
|
| | | | 8,525 | | |
Total current liabilities
|
| | | | 166,086 | | |
Deferred revenue, non-current
|
| | | | 52,946 | | |
Operating lease liabilities, non-current
|
| | | | 18,234 | | |
Total liabilities
|
| | | | 237,266 | | |
Commitments and contingencies (Note 6) | | | | | | | |
Common shares, no par value (500 shares authorized and 250 shares issued)
|
| | | | — | | |
Additional paid-in-capital
|
| | | | 79,565 | | |
Accumulated deficit
|
| | | | (43,526) | | |
Net parent investment
|
| | | | 9,957 | | |
Total shareholder’s equity
|
| | | | 45,996 | | |
Total liabilities and shareholder’s equity
|
| | | $ | 283,262 | | |
(in thousands)
|
| |
Year Ended
December 31, 2019 |
| |||
Revenue: | | | | | | | |
Net revenue
|
| | | $ | 228,375 | | |
Costs and expenses: | | | | | | | |
Cost of revenue
|
| | | | 224,128 | | |
Sales and marketing
|
| | | | 6,604 | | |
Technology
|
| | | | 2,057 | | |
General and administrative
|
| | | | 7,125 | | |
Depreciation and amortization
|
| | | | 616 | | |
Total costs and expenses
|
| | | | 240,530 | | |
Loss from operations
|
| | | | (12,155) | | |
Other income – interest
|
| | | | 7,802 | | |
Loss before income taxes
|
| | | | (4,353) | | |
Income tax expense
|
| | | | 5,934 | | |
Net loss
|
| | | $ | (10,287) | | |
| | |
Common Shares
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Net Parent
Investment |
| | | | | | | ||||||||||||||||||
(in thousands, except share data)
|
| |
Shares
|
| |
Amount
|
| |
Total
|
| |||||||||||||||||||||||||||
Balance as of December 31, 2018
|
| | | | 250 | | | | | $ | — | | | | | $ | 79,565 | | | | | $ | (33,239) | | | | | $ | — | | | | | $ | 46,326 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (10,287) | | | | | | — | | | | | | (10,287) | | |
Net parent investment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,957 | | | | | | 9,957 | | |
Balance as of December 31, 2019
|
| | | | 250 | | | | | $ | — | | | | | $ | 79,565 | | | | | $ | (43,526) | | | | | $ | 9,957 | | | | | $ | 45,996 | | |
(in thousands)
|
| |
Year Ended
December 31, 2019 |
| |||
OPERATING ACTIVITIES: | | | | | | | |
Net loss
|
| | | $ | (10,287) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
Depreciation and amortization
|
| | | | 616 | | |
Changes in operating assets and liabilities:
|
| | | | | | |
Increase in accounts receivable
|
| | | | (1,354) | | |
Decrease in parts and supplies inventories
|
| | | | 71 | | |
Increase in prepaid expenses and other current assets
|
| | | | (590) | | |
Increase in operating lease liabilities, net
|
| | | | 48 | | |
Decrease in accounts payable
|
| | | | (2,621) | | |
Increase in accrued taxes
|
| | | | 6,191 | | |
Increase in accrued expenses and other
|
| | | | 145 | | |
Increase in deferred revenue
|
| | | | 3,600 | | |
Net cash used in operating activities
|
| | | | (4,181) | | |
INVESTING ACTIVITIES: | | | | | | | |
Purchases of property and equipment
|
| | | | (408) | | |
Capitalized software development costs
|
| | | | (328) | | |
Net cash used in investing activities
|
| | | | (736) | | |
FINANCING ACTIVITIES: | | | | | | | |
Net parent investment
|
| | | | 9,957 | | |
Net cash provided by financing activities
|
| | | | 9,957 | | |
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
| | | | 5,040 | | |
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD
|
| | | | 27,909 | | |
CASH AND CASH EQUIVALENTS END OF PERIOD
|
| | | $ | 32,949 | | |
|
Leasehold improvements
|
| | | $ | 3,590 | | |
|
Tooling and rotables
|
| | | | 2,011 | | |
|
Computer equipment
|
| | | | 559 | | |
|
Software development costs
|
| | | | 898 | | |
|
Vehicles
|
| | | | 213 | | |
|
Furniture and fixtures
|
| | | | 156 | | |
| | | | | | 7,427 | | |
|
Less: Accumulated depreciation and amortization
|
| | | | (3,747) | | |
|
Total
|
| | | $ | 3,680 | | |
| Services transferred at a point in time: | | | | | | | |
|
Flights, including breakage and net of discounts and fees
|
| | | $ | 191,119 | | |
|
Aircraft management – recharge and recovery
|
| | | | 26,424 | | |
|
Ground services – FBO
|
| | | | 3,576 | | |
| Services transferred over time: | | | | | | | |
|
Ground services – MRO
|
| | | | 4,995 | | |
|
Aircraft management – monthly fee
|
| | | | 1,345 | | |
|
Sky Access memberships
|
| | | | 916 | | |
|
Total
|
| | | $ | 228,375 | | |
|
Flights – Jet Card deposits
|
| | | $ | 185,580 | | |
|
Aircraft management – security deposits
|
| | | | 1,999 | | |
|
Flights – charter deposits
|
| | | | 998 | | |
|
Sky Access memberships – fees and dues
|
| | | | 793 | | |
|
Other
|
| | | | 130 | | |
|
Deferred revenue, total
|
| | | | 189,500 | | |
|
Less: Deferred revenue, current
|
| | | | 136,554 | | |
|
Deferred revenue, non-current
|
| | | $ | 52,946 | | |
|
Deferred revenue – beginning balance
|
| | | $ | 185,900 | | |
|
Amounts deferred during the period
|
| | | | 192,456 | | |
|
Revenue recognized from amounts included in the deferred revenue beginning balance
|
| | | | (120,601) | | |
|
Revenue from current period sales
|
| | | | (68,255) | | |
|
Deferred revenue – ending balance
|
| | | $ | 189,500 | | |
|
Cost of revenue
|
| | | $ | 6,206 | | |
|
General and administrative
|
| | | | 3,004 | | |
| | | | | $ | 9,210 | | |
|
Operating lease costs
|
| | | $ | 9,821 | | |
| Cash paid for amounts included in the measurement of operating lease liabilities: | | | | | | | |
|
Operating cash flows paid for operating leases
|
| | | $ | 9,847 | | |
| Weighted-average remaining lease term (in years): | | | | | | | |
|
Operating leases
|
| | | | 4.3 | | |
| Weighted-average discount rate: | | | | | | | |
|
Operating leases
|
| | | | 3.4% | | |
Years
|
| |
Operating Leases
|
| |||
2020
|
| | | $ | 8,672 | | |
2021
|
| | | | 8,332 | | |
2022
|
| | | | 5,176 | | |
2023
|
| | | | 2,283 | | |
2024
|
| | | | 1,259 | | |
Thereafter
|
| | | | 3,255 | | |
Total lease payments
|
| | | | 28,977 | | |
Less: Imputed interest
|
| | | | 2,218 | | |
Total lease obligations
|
| | | $ | 26,759 | | |
| Current: | | | | | | | |
|
Federal
|
| | | $ | 4,524 | | |
|
State and local
|
| | | | 1,410 | | |
|
Total current
|
| | | | 5,934 | | |
| Deferred: | | | | | | | |
|
Federal
|
| | | | — | | |
|
State and local
|
| | | | — | | |
|
Total deferred
|
| | | | — | | |
|
Income tax expense
|
| | | $ | 5,934 | | |
|
Income tax benefit at federal statutory rate
|
| | | $ | (914) | | |
|
State tax benefit
|
| | | | (194) | | |
|
Change in valuation allowance
|
| | | | 6,968 | | |
|
Other
|
| | | | 74 | | |
|
Income tax expense
|
| | | $ | 5,934 | | |
| Deferred tax assets: | | | | | | | |
|
Deferred revenue
|
| | | $ | 16,899 | | |
|
Operating lease liabilities
|
| | | | 6,918 | | |
|
Other
|
| | | | 868 | | |
|
Total deferred tax assets
|
| | | | 24,685 | | |
| Deferred tax liabilities: | | | | | | | |
|
Operating lease right-of-use assets
|
| | | | (6,906) | | |
|
Other
|
| | | | (9) | | |
|
Total deferred tax liabilities
|
| | | | (6,915) | | |
|
Net deferred tax assets
|
| | | | 17,770 | | |
|
Deferred tax assets valuation allowance
|
| | | | (17,770) | | |
|
Deferred tax assets (net of valuation allowance)
|
| | | $ | — | | |
| | |
Page
|
| |||
ARTICLE I
|
| | | | | | |
CERTAIN DEFINITIONS
|
| | | | | | |
| | | | A-4 | | | |
| | | | A-19 | | | |
| | | | A-20 | | | |
ARTICLE II
|
| | | | | | |
THE MERGERS; CLOSING
|
| | | | | | |
| | | | A-20 | | | |
| | | | A-21 | | | |
| | | | A-22 | | | |
| | | | A-23 | | | |
| | | | A-24 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
ARTICLE III
|
| | | | | | |
EFFECTS OF THE MERGERS ON EQUITY INTERESTS AND EQUITY AWARDS
|
| | | | | | |
| | | | A-25 | | | |
| | | | A-26 | | | |
| | | | A-27 | | | |
| | | | A-28 | | | |
| | | | A-31 | | | |
ARTICLE IV
|
| | | | | | |
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
| | | | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-34 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-36 | | | |
| | | | A-36 | | | |
| | | | A-38 | | | |
| | | | A-39 | | | |
| | | | A-41 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-42 | | |
| | |
Page
|
| |||
| | | | A-43 | | | |
| | | | A-43 | | | |
| | | | A-44 | | | |
| | | | A-45 | | | |
| | | | A-46 | | | |
| | | | A-46 | | | |
| | | | A-46 | | | |
| | | | A-46 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-49 | | | |
ARTICLE V
|
| | | | | | |
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS
|
| | | | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-53 | | | |
ARTICLE VI
|
| | | | | | |
REPRESENTATIONS AND WARRANTIES OF ACQUIROR, MERGER SUB, BLOCKER SUB AND THE BLOCKER MERGER SUBS
|
| | | | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-56 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-58 | | | |
| | | | A-58 | | |
| | |
Page
|
| |||
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-61 | | | |
| | | | A-62 | | | |
| | | | A-62 | | | |
| | | | A-62 | | | |
| | | | A-63 | | | |
ARTICLE VII
|
| | | | | | |
COVENANTS OF THE COMPANY
|
| | | | | | |
| | | | A-63 | | | |
| | | | A-66 | | | |
| | | | A-66 | | | |
| | | | A-67 | | | |
| | | | A-67 | | | |
| | | | A-67 | | | |
ARTICLE VIII
|
| | | | | | |
COVENANTS OF ACQUIROR
|
| | | | | | |
| | | | A-68 | | | |
| | | | A-68 | | | |
| | | | A-68 | | | |
| | | | A-69 | | | |
| | | | A-69 | | | |
| | | | A-70 | | | |
| | | | A-71 | | | |
| | | | A-71 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-73 | | | |
ARTICLE IX
|
| | | | | | |
JOINT COVENANTS
|
| | | | | | |
| | | | A-73 | | | |
| | | | A-74 | | | |
| | | | A-77 | | | |
| | | | A-78 | | | |
| | | | A-78 | | | |
| | | | A-78 | | | |
| | | | A-79 | | |
| | |
Page
|
| |||
ARTICLE X
|
| | | | | | |
CONDITIONS TO OBLIGATIONS
|
| | | | | | |
| | | | A-79 | | | |
| | | | A-79 | | | |
| | | | A-80 | | | |
| | | | A-80 | | | |
ARTICLE XI
|
| | | | | | |
TERMINATION/EFFECTIVENESS
|
| | | | | | |
| | | | A-81 | | | |
| | | | A-81 | | | |
ARTICLE XII
|
| | | | | | |
MISCELLANEOUS
|
| | | | | | |
| | | | A-81 | | | |
| | | | A-82 | | | |
| | | | A-82 | | | |
| | | | A-83 | | | |
| | | | A-83 | | | |
| | | | A-83 | | | |
| | | | A-84 | | | |
| | | | A-84 | | | |
| | | | A-84 | | | |
| | | | A-84 | | | |
| | | | A-84 | | | |
| | | | A-84 | | | |
| | | | A-85 | | | |
| | | | A-85 | | | |
| | | | A-85 | | | |
| | | | A-85 | | | |
| | | | A-86 | | | |
| | | | A-86 | | | |
| | | | A-87 | | | |
| | | | A-87 | | |
| Exhibits | | | | | | | |
|
Exhibit A
Form of Certificate of Incorporation of Acquiror upon Domestication
|
| | | | | | |
|
Exhibit B
Form of Bylaws of Acquiror upon Domestication
|
| | | ||||
|
Exhibit C
Form of Seventh Amended and Restated Company LLC Agreement
|
| | | ||||
|
Exhibit D
Form of Registration Rights Agreement
|
| | | ||||
|
Exhibit E
Form of Incentive Equity Plan
|
| | |
| |
Sponsor
|
| | |
Acquiror Common
Shares |
| | |
Acquiror
Warrants |
| |
| |
Aspirational Consumer Lifestyle Sponsor LLC
c/o Aspirational Consumer Lifestyle Corp.
1 Kim Seng Promenade, #18-07/12 Great World City, Singapore 237994 |
| | |
5,918,658
|
| | |
4,529,950
|
| |
| |
Ravi Thakran
c/o Aspirational Consumer Lifestyle Corp.
1 Kim Seng Promenade, #18-07/12 Great World City, Singapore 237994 |
| | |
—(1)
|
| | |
—(1)
|
| |
| |
Liber Pater, LLC
c/o L Catterton
599 West Putnam Avenue, Greenwich, CT 06830 |
| | |
—(1)
|
| | |
—(1)
|
| |
| |
Neil Jacobs
c/o Aspirational Consumer Lifestyle Corp.
1 Kim Seng Promenade, #18-07/12 Great World City, Singapore 237994 |
| | |
25,000
|
| | |
—
|
| |
| |
Frank Newman
c/o Aspirational Consumer Lifestyle Corp.
1 Kim Seng Promenade, #18-07/12 Great World City, Singapore 237994 |
| | |
25,000
|
| | |
—
|
| |
| |
Leo Austin
c/o Aspirational Consumer Lifestyle Corp.
1 Kim Seng Promenade, #18-07/12 Great World City, Singapore 237994 |
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25,000
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—
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| Name of Investor: | | | State/Country of Formation or Domicile: | |
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| Name in which Shares are to be registered (if different): | | | Date: , 2021 | |
| Investor’s EIN: | | | | |
| Business Address-Street: | | | Mailing Address-Street (if different): | |
| City, State, Zip: | | | City, State, Zip: | |
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| Telephone No.: | | | Telephone No.: | |
| Facsimile No.: | | | Facsimile No.: | |
| Number of Shares subscribed for: | | | | |
| Aggregate Subscription Amount: $ | | | Price Per Share: $10.00 | |
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ARTICLE I. DEFINITIONS | | | | | J-2 | | | |||
| | Definitions | | | | | J-2 | | | |
| | | | | | J-12 | | | ||
ARTICLE II. ORGANIZATION OF THE LIMITED LIABILITY COMPANY | | | | | J-13 | | | |||
| | Formation | | | | | J-13 | | | |
| | Filing | | | | | J-13 | | | |
| | Name | | | | | J-13 | | | |
| | | | | | J-13 | | | ||
| | | | | | J-13 | | | ||
| | | | | | J-13 | | | ||
| | Term | | | | | J-13 | | | |
| | Intent | | | | | J-13 | | | |
ARTICLE III. CLOSING TRANSACTIONS | | | | | J-14 | | | |||
| | | | | | J-14 | | | ||
ARTICLE IV. OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS | | | | | J-14 | | | |||
| | | | | | J-14 | | | ||
| | | | | | J-17 | | | ||
| | | | | | J-17 | | | ||
| | | | | | J-17 | | | ||
| | | | | | J-17 | | | ||
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| | | | | | J-20 | | | ||
ARTICLE V. ALLOCATIONS OF PROFITS AND LOSSES | | | | | J-22 | | | |||
| | | | | | J-22 | | | ||
| | | | | | J-22 | | | ||
| | | | | | J-24 | | | ||
| | | | | | J-25 | | | ||
| | | | | | J-25 | | | ||
ARTICLE VI. DISTRIBUTIONS | | | | | J-26 | | | |||
| | Distributions | | | | | J-26 | | | |
| | | | | | J-27 | | | ||
| | | | | | J-27 | | | ||
ARTICLE VII. MANAGEMENT | | | | | J-27 | | | |||
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| | | | | | J-28 | | | ||
| | | | | | J-29 | | | ||
| | Indemnification | | | | | J-29 | | | |
| | | | | | J-30 | | | ||
| | | | | | J-31 | | | ||
| | | | | | J-31 | | | ||
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ARTICLE VIII. ROLE OF MEMBERS | | | | | J-31 | | | |||
| | | | | | J-31 | | | ||
| | | | | | J-32 | | | ||
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ARTICLE IX. TRANSFERS OF UNITS | | | | | J-32 | | | |||
| | | | | | J-32 | | | ||
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ARTICLE X. ACCOUNTING | | | | | J-32 | | | |||
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| | | | | | J-33 | | | ||
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| | | | | | J-36 | | | ||
ARTICLE XI. DISSOLUTION | | | | | J-37 | | | |||
| | | | | | J-37 | | | ||
| | Procedure | | | | | J-37 | | | |
| | | | | | J-38 | | | ||
| | | | | | J-38 | | | ||
| | | | | | J-38 | | | ||
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ARTICLE XII. GENERAL | | | | | J-38 | | | |||
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| | Headings | | | | | J-40 | | | |
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| | Notices | | | | | J-40 | | | |
| | Severability | | | | | J-41 | | | |
| | | | | | J-41 | | |
| Attn: | | |
Jason Horowitz, Chief Business Officer
Laura Heltebran, Chief Legal Officer |
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| Email: | | |
jhorowitz@wheelsup.com
laura.heltebran@wheelsup.com |
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| Attention: | | |
Thomas Yadlon
John Geelan |
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| Email: | | |
thomas.yadlon@arnoldporter.com
john.geelan@arnoldporter.com |
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| | | | COMPANY: | |
| | | | WHEELS UP PARTNERS HOLDINGS LLC | |
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MANAGING MEMBER AND SOLE MEMBER:
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| | | | WHEELS UP EXPERIENCE INC. | |
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| | | | MEMBER: | |
| | | | WHEELS UP BLOCKER SUB LLC | |
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| | | | MEMBER: | |
| | | | WHEELS UP MIP LLC | |
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| | | | MEMBER: | |
| | | | WHEELS UP MIP RI LLC | |
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PI Unit Series
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Hurdle Amount
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Series 1, 2, 2A
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| | | | 2.18 | | |
Series 3
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| | | | 2.97 | | |
Series 4
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| | | | 5.49 | | |
Series 5
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| | | | 6.50 | | |
Series 6, 7
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| | | | 7.04 | | |
Series 8, 9, 10
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| | | | 7.56 | | |
Series 11
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| | | | 8.38 | | |
Series 12
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| | | | 8.69 | | |
Name
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Effective Time
Common Units |
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Effective Time
PI Units |
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Effective Time
EO Units |
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Address
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Wheels Up Experience Inc. | | | | | | | | | | | | | |
Wheels Up Blocker Sub LLC | | | | | | | | | | | | | |
Wheels Up MIP LLC | | | | | | | | | | | | | |
Wheels Up MIP RI LLC | | | | | | | | | | | | | |
| “Affiliate” | | | in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. | |
| “Applicable Law” | | | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. | |
| “Articles” | | | means these amended and restated articles of association of the Company. | |
| “Audit Committee” | | | means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Auditor” | | | means the person for the time being performing the duties of auditor of the Company (if any). | |
| “Business Combination” | | | means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the Company’s securities are listed on the New York Stock Exchange, must occur with one or more operating businesses or assets with a fair market value equal to at least 80 per cent of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust) at the time of signing the agreement to enter into such Business | |
| | | | Combination; and (b) must not be effectuated solely with another blank cheque company or a similar company with nominal operations. | |
| “business day” | | | means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. | |
| “Clearing House” | | | means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. | |
| “Class A Share” | | | means a class A ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
| “Class B Share” | | | means a class B ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
| “Company” | | | means the above named company. | |
| “Company’s Website” | | | means the website of the Company and/or its web-address or domain name, if any. | |
| “Compensation Committee” | | | means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
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“Designated Stock Exchange”
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| | means any U.S. national securities exchange on which the securities of the Company are listed for trading, including the New York Stock Exchange. | |
| “Directors” | | | means the directors for the time being of the Company. | |
| “Dividend” | | | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. | |
| “Electronic Communication” | | | means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors. | |
| “Electronic Record” | | | has the same meaning as in the Electronic Transactions Law. | |
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“Electronic Transactions Law”
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| | means the Electronic Transactions Law (2003 Revision) of the Cayman Islands. | |
| “Equity-linked Securities” | | | means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. | |
| “Exchange Act” | | | means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. | |
| “Founders” | | | means all Members immediately prior to the consummation of the IPO. | |
| “Independent Director” | | | has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be. | |
| “IPO” | | | means the Company’s initial public offering of securities. | |
| “Member” | | | has the same meaning as in the Statute. | |
| “Memorandum” | | | means the amended and restated memorandum of association of the Company. | |
| “Nominating and Corporate Governance Committee” | | | means the nominating and corporate governance committee of the board of directors of the Company established pursuant to the Articles, or any | |
| | | | successor committee. | |
| “Officer” | | | means a person appointed to hold an office in the Company. | |
| “Ordinary Resolution” | | | means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. | |
| “Over-Allotment Option” | | | means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions. | |
| “Preference Share” | | | means a preference share of a par value of US$0.0001 in the share capital of the Company. | |
| “Public Share” | | | means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO. | |
| “Redemption Notice” | | | means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein. | |
| “Register of Members” | | | means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. | |
| “Registered Office” | | | means the registered office for the time being of the Company. | |
| “Representative” | | | means a representative of the Underwriters. | |
| “Seal” | | | means the common seal of the Company and includes every duplicate seal. | |
| “Securities and Exchange Commission” | | | means the United States Securities and Exchange Commission. | |
| “Share” | | | means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company. | |
| “Special Resolution” | | | has the same meaning as in the Statute, and includes a unanimous written resolution. | |
| “Sponsor” | | | means Aspirational Consumer Lifestyle Sponsor LLC, a Cayman Islands limited liability company, and its successors or assigns. | |
| “Statute” | | | means the Companies Law (2020 Revision) of the Cayman Islands. | |
| “Treasury Share” | | | means a Share held in the name of the Company as a treasury share in accordance with the Statute. | |
| “Trust Account” | | | means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited. | |
| “Underwriter” | | | means an underwriter of the IPO from time to time and any successor underwriter. | |
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Exhibit
Number |
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Description
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10.21**
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10.22**
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10.23**
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10.24**
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10.25**
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10.26**
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10.27**
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10.28**
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10.29
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| | Form of Wheels Up Experience Inc. 2021 Equity Incentive Plan (included as Annex E to the proxy statement/prospectus). | |
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10.30
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10.31**
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10.32**
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10.33**
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10.34**
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10.35**
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10.36**
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10.37**
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10.38**
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10.39+**
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10.40+**
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10.41+**
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10.42+**
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10.43†+**
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10.44†**
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10.45**
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21.1**
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23.1
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23.2
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23.3
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Exhibit
Number |
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Description
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23.4**
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24.1**
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99.1
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99.2**
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99.3**
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99.4**
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99.5**
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99.6**
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99.7**
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99.8**
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99.9**
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99.10**
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99.11**
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99.12**
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101.INS
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| | XBRL Instance Document. | |
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101.SCH
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| | XBRL Taxonomy Extension Schema Document. | |
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101.CAL
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| | XBRL Taxonomy Extension Calculation Linkbase Document. | |
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101.DEF
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| | XBRL Taxonomy Extension Definition Linkbase Document. | |
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101.LAB
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| | XBRL Taxonomy Extension Label Linkbase Document. | |
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101.PRE
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| | XBRL Taxonomy Extension Presentation Linkbase Document. | |
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Signature
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Position
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Date
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/s/ Ravi Thakran
Ravi Thakran
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Chief Executive Officer and
Chairman of the Board of Directors (Principal Executive Officer and Principal Financial and Accounting Officer) |
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May 26, 2021
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/s/ Mark Bedingham
Mark Bedingham
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Vice Chairman of the Board of Directors
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May 26, 2021
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*
Frank Newman
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Director
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May 26, 2021
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*
Leo Austin
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Director
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May 26, 2021
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*
Neil Jacobs
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Director
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May 26, 2021
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*By:
/s/ Ravi Thakran
Ravi Thakran
Attorney-in-fact |
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Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Aspirational Consumer Lifestyle Corp. on Amendment No. 2 to Form S-4 (File No. 333-254304) of our report dated March 15, 2021, except for the effects of the restatement discussed in Note 2 and 9 and the subsequent events discussed in Note 11C and 11D as to which the date is May 5, 2021, which includes an explanatory paragraph as to the company’s ability to continue as a going concern with respect to our audit of Aspirational Consumer Lifestyle Corp. as of December 31, 2020 and for the period from July 7, 2020 (inception) through December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
Melville, NY
May 26, 2021
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 29, 2021, with respect to the financial statements of Delta Private Jets, Inc. contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON LLP
Cincinnati, Ohio
May 26, 2021
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 5, 2021, with respect to the consolidated financial statements of Wheels Up Partners Holdings LLC and Subsidiaries contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON LLP
New York, New York
May 26, 2021
Exhibit 99.1
FOR
THE EXTRAORDINARY GENERAL MEETING OF ASPIRATIONAL CONSUMER LIFESTYLE CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ravi Thakran and Mark Bedingham (collectively, the “Proxies”), and each of them independently,
with full power of substitution, as proxies to vote all of the ordinary shares of Aspirational Consumer Lifestyle Corp. (“Aspirational”)
that the undersigned is entitled to vote (the “Shares”) at the extraordinary general meeting of the Company to be held at
, Eastern time, on , 2021, at , or virtually via live webcast at https://www.cstproxy.com/aspconsumer/sm2021, and any adjournment or
postponement thereof. Such shares shall be voted as indicated with respect to the proposals listed below and, unless such authority is
withheld on the reverse side hereof, the Proxies' discretion on such other matters as may properly come before the extraordinary general
meeting or any adjournment thereof. The undersigned acknowledges receipt of the accompanying proxy statement/prospectus and revokes all
prior proxies for said extraordinary general meeting. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF YOU RETURN A SIGNED AND DATED PROXY CARD, BUT NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED “FOR” ALL PROPOSALS. PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY. PLEASE MARK, SIGN,
DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued and to be marked, dated and signed on reverse side) P R O X Y C A R D Important Notice
Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Aspirational Consumer Lifestyle Corp. to be held
at , Eastern time, on , 2021, at , or virtually via live webcast at https://www.cstproxy.com/aspconsumer/sm2021. The notice of extraordinary
general meeting and accompanying proxy statement/prospectus are available at: https://www.cstproxy.com/aspconsumer/sm2021
ASPIRATIONAL CONSUMER LIFESTYLE CORP. — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS. example X Proposal No. 1 — The BCA Proposal — to consider and vote upon a FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of February 1, 2021 , as amended by Amendment No. 1 to the Merger Agreement, dated as of May 6, 2021 (as may be further amended, the "Merger Agreement"), by and among Aspirational, WUP, Merger Sub, Blocker Sub, the Blocker Merger Subs and the Blockers (as such terms are defined in the accompanying proxy statement/prospectus), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, (x) the simultaneous mergers of the Blockers with and into the respective Blocker Merger Subs, with the Blockers surviving each merger as wholly owned subsidiaries of Aspirational, (y) the subsequent simultaneous mergers of the surviving Blockers with and into Blocker Sub, with Blocker Sub surviving each merger, and (z) the subsequent merger of Merger Sub with and into WUP, with WUP surviving the merger, with Aspirational as its managing member (clauses (x), (y) and (z) collectively, the “Mergers”), in each case in accordance with the terms and subject to the conditions of the Merger Agreement, as more fully described elsewhere in the accompanying proxy statement/prospectus (the “BCA Proposal”); Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution, the change of Aspirational’s jurisdiction by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Mergers, the “Business Combination”) (the “Domestication Proposal”); Organizational Documents Proposals — to consider and vote upon the following four separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution, the following material differences between Aspirational’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of Aspirational Consumer Lifestyle Corp. (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”)), which will be renamed “Wheels Up Experience Inc.” in connection with the Business Combination (Aspirational after the Domestication and/or the Business Combination, including after such change of name, as applicable, is referred to herein as “Wheels Up”): (A) Proposal No. 3—Organizational Documents Proposal A — to authorize the change in the authorized capital stock of Aspirational from 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preferred shares, par value $0.0001, to 2,500,000,000 shares of Class A common stock, par value $0.0001 per share, of Wheels Up (the “Wheels Up Class A common stock”) and 25,000,000 shares of preferred stock, par value $0.0001 per share, of Wheels Up (the “Wheels Up preferred stock”); (B) Proposal No. 4 — Organizational Documents Proposal B — to authorize the board of directors of Wheels Up to issue any or all shares of Wheels Up preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Wheels Up board of directors and as may be permitted by the DGCL; (C) Proposal No. 5 — Organizational Documents Proposal C — to provide that the board of directors of Wheels Up be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term; and (D) Proposal No. 6 — Organizational Documents Proposal D — to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively), including (i) changing the corporate name from “Aspirational Consumer Lifestyle Corp.” to “Wheels Up Experience Inc.” in connection with the Business Combination, (ii) making Wheels Up’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iv) restricting the ability of persons that are not “Citizens of the United States” to own more than 25% of the voting power of Wheels Up, (v) being subject to the provisions of Section 203 of the DGCL and (vi) removing certain provisions related to Aspirational’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which Aspirational’s board of directors believes is necessary to adequately address the needs of Wheels Up after the Business Combination; Proposal No. 7 — Director Election Proposal — to consider and vote upon a proposal, assuming the BCA Proposal, the Domestication Proposal and the Organizational Documents Proposals are approved, to elect 11 directors, who, upon consummation of the Business Combination, will be the directors of Wheels Up; Proposal No. 8 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of shares of Wheels Up Class A common stock to (a) the PIPE Investors pursuant to the PIPE Investment (as such terms are defined in the accompanying proxy statement/prospectus) and (b) the WUP equityholders pursuant to the Merger Agreement; Proposal No. 9 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the Wheels Up 2021 Long-Term Incentive Plan; Proposal No. 10 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. Dated: , 2021 Signature (Signature if held Jointly) Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, guardians and attorneys should indicate the capacity in which they sign. Attorney should submit powers of attorney. A vote to abstain will not be treated as a vote on the relevant proposal. PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER(S). IF YOU RETURN A SIGNED AND DATED PROXY BUT NO DIRECTION IS MADE, YOUR ORDINARY SHARES WILL BE VOTED "FOR" EACH OF THE PROPOSALS SET FORTH ABOVE.
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