UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | Other Events. |
As previously announced, following the completion of the business combination (the “Business Combination”) between Wheels Up Experience Inc.’s (the “Company”) predecessor, Aspirational Consumer Lifestyle Corp. (“Aspirational”), and Wheels Up Partners Holdings LLC (“WUP”), on July 13, 2021, the audit committee of the board of directors of the Company dismissed Marcum LLP (“Marcum”), Aspirational’s independent registered public accounting firm prior to the Business Combination, as the Company’s independent registered public accounting firm following completion of Marcum’s review of the quarter ended June 30, 2021, which consists only of the accounts of Aspirational prior to the Business Combination, and engaged Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements as of and for the year ending December 31, 2021. Grant Thornton served as independent registered public accounting firm of WUP prior to the Business Combination.
The purpose of this Current Report on Form 8-K (this “Current Report”) is to confirm that Marcum was dismissed as the Company’s independent registered public accounting firm which was contingent upon its prior completion of Marcum’s review of the quarter ended June 30, 2021. Marcum completed such review on August 19, 2021 and the dismissal became effective on such date.
The Company has provided Marcum with a copy of the foregoing disclosures and has requested that Marcum furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission (the “SEC”) stating whether it agrees with the statements made by the Company set forth above. A copy of Marcum’s letter, dated September 17, 2021, is filed as Exhibit 16.1 to this Current Report.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter to the SEC from Marcum LLC, dated September 17, 2021 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Wheels Up Experience Inc. | |||
| Date: September 17, 2021 | By: | /s/ Laura Heltebran | |
| Name: | Laura Heltebran | ||
| Title: | Chief Legal Officer | ||