NEW YORK, June 23, 2021 /PRNewswire/
-- Aspirational Consumer Lifestyle Corp.
("Aspirational") (NYSE: ASPL), a special purpose acquisition
company, today announced that it has set July 12, 2021 as the meeting date for the
extraordinary general meeting of its shareholders (the
"Extraordinary General Meeting") to approve its previously
announced proposed business combination with Wheels Up Partners
Holdings LLC ("Wheels Up"), the leading brand in private aviation.
Aspirational expects that the business combination will close on
July 13, 2021, subject to approval of
the business combination by Aspirational's shareholders and the
satisfaction of other customary closing conditions.
Ravi Thakran, Chairman &
CEO of Aspirational:
"We are pleased to be entering the final stages of the process
to launch Wheels Up as a publicly traded company. Wheels Up
continues to build on its growth trajectory, experiencing
unprecedented demand from customers worldwide as evidenced by the
Company's strong first quarter results. We look forward to
continuing to work with the team at Wheels Up to build on this
momentum as the leader in on-demand private aviation."
Kenny Dichter, Founder &
CEO of Wheels Up:
"Since our founding, we remain true to our goal: to simplify
private travel and make it more accessible to more people.
Following our record breaking first quarter, we continue to see
unprecedented demand within the Wheels Up marketplace, from both
existing members and an influx of new customers. We are excited to
be moving forward with this vote and look forward to continuing on
our path of innovation as a public company, expanding the
addressable market for private aviation, and connecting more
customers with aircraft than ever before."
The U.S. Securities and Exchange Commission (the "SEC") has
declared effective Aspirational's Registration Statement on Form
S-4 as of June 23, 2021, which
includes a proxy statement/prospectus (the "Proxy Statement") for
the Extraordinary General Meeting. The Proxy Statement and proxy
card will be distributed to stockholders of record as of
May 24, 2021, the record date for the
Extraordinary General Meeting. The Extraordinary General
Meeting will be held virtually via live webcast and at the offices
of Skadden, Arps, Slate, Meagher & Flom, One Manhattan West,
New York, New York 10001, on
July 12, 2021 at 9:00 a.m., Eastern Time, unless postponed or
adjourned to a later date or time. Additional details regarding the
Extraordinary General Meeting and the proposals that shareholders
will be asked to consider and vote upon are available in the Proxy
Statement.
In connection with the business combination, Aspirational will
change its name to Wheels Up Experience Inc. and the combined
company's common stock and public warrants will begin trading on
the New York Stock Exchange under the symbols "UP" and "UP WS",
respectively.
About Aspirational Consumer Lifestyle Corp.
Launched in September 2020,
Aspirational is a partnership of experienced consumer investors and
former LVMH operating executives alongside L Catterton, the
largest global consumer-focused private equity firm, as a minority
partner. Aspirational identifies and invests in innovative, premium
lifestyle brands which offer consumers aspirational experiences,
products and services. To learn more about Aspirational, visit
www.aspconsumer.com.
About Wheels Up
Wheels Up is a leading provider of private aviation services in
the U.S. through a fleet of owned, managed, and third-party planes.
Its mission is to connect flyers to private aircraft – and one
another – to deliver exceptional, personalized experiences. The
Company has approximately 11,000 active users and is headquartered
in New York.
For more information, please visit www.wheelsup.com.
Additional Information
This press release relates to a proposed transaction between
Wheels Up and Aspirational. This press release does not constitute
an offer to sell or exchange, or the solicitation of an offer to
buy or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the proposed transaction, Aspirational filed a registration
statement on Form S-4 with the SEC on March
15, 2021, as amended on May 6,
2021, May 27, 2021 and
June 10, 2021, which was declared
effective by the SEC on June 23, 2021
and includes a document that serves as proxy statement and
prospectus of Aspirational (the "proxy statement/prospectus"). A
definitive proxy statement/prospectus and other relevant documents
have been mailed to Aspirational's shareholders of record as of
May 24, 2020, the record date
established for the extraordinary general meeting of shareholders
relating to the proposed transaction. Aspirational will also file
other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders
of Aspirational are urged to read the registration statement, the
definitive proxy statement/prospectus included therein and all
other relevant documents filed or that will be filed with the SEC
in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
Investors and security holders may obtain free copies of the
registration statement, the proxy statement/prospectus included
therein and all other relevant documents filed or that will be
filed with the SEC by Aspirational through the website maintained
by the SEC at www.sec.gov.
The documents filed by Aspirational with the SEC also may be
obtained free of charge at Aspirational's website at
https://www.aspconsumer.com or upon written request to #18-07/12
Great World City, Singapore
237994.
Forward Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Wheels Up and Aspirational. These
forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should,"
"will," "would," "will be," "will continue," "will likely result,"
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of Aspirational's securities, (ii) the risk that the transaction
may not be completed by Aspirational's business combination
deadline and the potential failure to obtain an extension of the
business combination deadline if sought by Aspirational, (iii) the
failure to satisfy the conditions to the consummation of the
transaction, including the adoption of that certain Agreement and
Plan of Merger, dated as of February 1,
2021, as amended on May 6,
2021 (the "Merger Agreement"), by and among Aspirational,
Wheels Up, KittyHawk Merger Sub LLC, a Delaware limited liability corporation and a
direct wholly owned subsidiary of Aspirational, Wheels Up Blocker
Sub LLC, a Delaware limited
liability company and a direct wholly owned subsidiary of
Aspirational, the Blocker Merger Subs (as defined in the Merger
Agreement) and the Blockers (as defined in the Merger Agreement),
by the shareholders of Aspirational, the satisfaction of the
minimum trust account amount following redemptions by
Aspirational's public shareholders and the receipt of certain
governmental and regulatory approvals, (iv) the lack of a third
party valuation in determining whether or not to pursue the
transaction, (v) the inability to complete the PIPE investment in
connection with the transaction, (vi) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the Merger Agreement, (vii) the effect of the
announcement or pendency of the transaction on Wheels Up's business
relationships, operating results and business generally, (viii)
risks that the proposed transaction disrupts current plans and
operations of Wheels Up and potential difficulties in Wheels Up
employee retention as a result of the transaction, (ix) the outcome
of any legal proceedings that may be instituted against Wheels Up
or against Aspirational related to the Merger Agreement or the
transaction, (x) the ability to maintain the listing of the
Aspirational's securities a national securities exchange, (xi) the
price of Aspirational's securities may be volatile due to a variety
of factors, including changes in the competitive and highly
regulated industries in which Aspirational plans to operate or
Wheels Up operates, variations in operating performance across
competitors, changes in laws and regulations affecting
Aspirational's or Wheels Up's business and changes in the combined
capital structure, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed transaction, and identify and realize additional
opportunities, and (xiii) the risk of downturns and a changing
regulatory landscape in the highly competitive aviation industry.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of
Aspirational's Annual Report on Form 10-K, as amended, the
registration statement on Form S-4 and the definitive proxy
statement/prospectus discussed above and other documents filed by
Aspirational from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Wheels Up and Aspirational assume no obligation and do not
intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither Wheels Up nor Aspirational gives any assurance
that either Wheels Up or Aspirational or the combined company will
achieve its expectations.
Participants in the Solicitation
Aspirational and Wheels Up and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Aspirational's shareholders in
connection with the proposed transaction. Additional information
regarding the interests of those persons and other persons who may
be deemed participants in the proposed transaction may be obtained
by reading the proxy statement/prospectus regarding the proposed
transaction. You may obtain a free copy of these documents as
described in the preceding paragraph.
Media Contacts
Aspirational
Kivvit
Josh Vlasto
Email: JVlasto@Kivvit.com
917-881-9662
Wheels Up
Jonesworks
Email: wheelsup@jonesworks.com
212-839-0111
Investor Contact
IR@Wheelsup.com
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SOURCE Aspirational Consumer Lifestyle Corp.
