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As filed with the Securities and Exchange Commission on May 27, 2021
Registration No. 333-254304
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Aspirational Consumer Lifestyle Corp.*
(Exact Name of Registrant as Specified in Its Charter)
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)
1 Kim Seng Promenade
#18-07/12 Great World City
Singapore 237994
Telephone: +65 6672 7605
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Ravi Thakran
Chief Executive Officer
c/o Aspirational Consumer Lifestyle Corp.
1 Kim Seng Promenade
#18-07/12 Great World City
Singapore 237994
Telephone: +65 6672 7605
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
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)
(1)
Immediately prior to the consummation of the Mergers described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company (“Aspirational”), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Aspirational’s jurisdiction will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by Aspirational (after the Domestication), the continuing entity following the Domestication, which will be renamed “Wheels Up Experience Inc.”, upon the consummation of the Mergers, as further described in the proxy statement/prospectus. As used herein, “Wheels Up” refers to Aspirational after the Domestication and/or the consummation of the Mergers, including after such change of name, as applicable.
(2)
Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(3)
The number of shares of Class A common stock of Wheels Up being registered represents the number of Class A ordinary shares of Aspirational that were registered pursuant to the registration statement on Form S-1 (333-248592) (together, the “IPO Registration Statement”) and offered by Aspirational in its initial public offering (the “Aspirational public shares”). The Aspirational public shares automatically will be converted by operation of law into shares of Wheels Up Class A common stock in the Domestication (“Wheels Up public shares”).
(4)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of Aspirational (the company to which Wheels Up will succeed following the Domestication) on the NYSE on March 12, 2021 ($10.43 per Class A ordinary share) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.
(5)
The number of redeemable warrants to acquire shares of common stock of Wheels Up being registered represents the number of redeemable warrants to acquire Class A ordinary shares of Aspirational that were registered pursuant to the Registration Statement referenced in note (3) above and offered by Aspirational in its initial public offering (the “Aspirational public warrants”). The Aspirational public warrants automatically will be converted by operation of law into redeemable warrants to acquire shares of Wheels Up Class A common stock in the Domestication.
(6)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the warrants of Aspirational (the company to which Wheels Up will succeed following the Domestication) on the NYSE on March 12, 2021 ($1.78 per warrant) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.
(7)
The number of shares of Wheels Up Class A common stock being registered represents the sum of (i) the number of shares of Wheels Up Class A common stock that will be issued to the existing holders of Wheels Up Partners Holdings LLC (“WUP”) equity interests in connection with the Mergers, (ii) the number of shares of Wheels Up Class A common stock that will be issuable upon the cash exercise of options to purchase Wheels Up Class A common stock in the Mergers, (iii) the number of shares of Wheels Up Class A common stock issued in respect of the restricted interests in WUP, as further described in the proxy statement/prospectus, (iv) the maximum number of shares of Wheels Up Class A common stock for which the profits interests in WUP that will remain outstanding following the Mergers will be exchangeable, as further described in the proxy statement/prospectus, and (v) the maximum number of shares of Wheels Up Class A common stock issuable in respect of the earnout, as further described in the proxy statement/prospectus.
(8)
Previously paid.
*
Prior to the consummation of the Mergers described herein, the Registrant intends to effect a deregistration under Article 206 of the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant’s jurisdiction will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Aspirational Consumer Lifestyle Corp. (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the Domestication, which will be renamed “Wheels Up Experience Inc.”, upon the consummation of the Mergers.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 26, 2021
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF
ASPIRATIONAL CONSUMER LIFESTYLE CORP.
(A CAYMAN ISLANDS EXEMPTED COMPANY)
PROSPECTUS FOR 251,970,842 SHARES OF CLASS A COMMON STOCK AND 7,991,544 REDEEMABLE WARRANTS OF ASPIRATIONAL CONSUMER LIFESTYLE CORP. (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE), THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH WILL BE RENAMED “WHEELS UP EXPERIENCE INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN
The board of directors of Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company (“Aspirational” and, after the Domestication and/or the Business Combination, as described below, “Wheels Up”), has unanimously approved (i) the domestication of Aspirational as a Delaware corporation (the “Domestication”); (ii) each of (x) the simultaneous mergers of the Blockers (as defined in the Merger Agreement (as defined below)) with and into the respective Blocker Merger Subs (as defined in the Merger Agreement), with the Blockers surviving each merger as wholly owned subsidiaries of Aspirational (the “First Step Blocker Mergers”), (y) the subsequent simultaneous mergers of the surviving Blockers with and into Wheels Up Blocker Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Aspirational (“Blocker Sub”), with Blocker Sub surviving each merger (the “Second Step Blocker Mergers”), and (z) the subsequent merger of KittyHawk Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Aspirational (“Merger Sub”), with and into Wheels Up Partners Holdings LLC, a Delaware limited liability company (“WUP”), with WUP surviving the merger, with Aspirational as its managing member (the “Company Merger”, and collectively with the First Step Blocker Mergers and Second Step Blocker Mergers, the “Mergers”), in each case, pursuant to the terms of the Agreement and Plan of Merger, dated as of February 1, 2021, by and among Aspirational, WUP, Merger Sub, Blocker Sub, the Blocker Merger Subs and the Blockers, as amended by Amendment No. 1 to Merger Agreement, dated as of May 6, 2021, attached to this proxy statement/prospectus as Annex A and Annex A-I, respectively (as amended, the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus; and (iii) the other transactions contemplated by the Merger Agreement and documents related thereto. In connection with the Business Combination, Aspirational will change its name to “Wheels Up Experience Inc.”
As a result of and upon the effective time of the Domestication, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Aspirational (the “Aspirational Class A ordinary shares”), will convert automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of Wheels Up (the “Wheels Up Class A common stock”), (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Aspirational (the “Aspirational Class B ordinary shares”), will convert automatically, on a one-for-one basis, into a share of Wheels Up Class A common stock, (iii) each then issued and outstanding redeemable warrant of Aspirational (the “Aspirational warrants”) will convert automatically into a redeemable warrant to acquire one share of Wheels Up Class A common stock (the “Wheels Up warrants”), pursuant to the Warrant Agreement, dated as of September 25, 2020, by and between Aspirational and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, and (iv) each of the then issued and outstanding units of Aspirational that have not been previously separated into the underlying Aspirational Class A ordinary shares and underlying Aspirational warrants upon the request of the holder thereof (the “Aspirational units”) will be cancelled and will entitle the holder thereof to one share of Wheels Up Class A common stock and one-third of one Wheels Up warrant. Accordingly, this proxy statement/prospectus covers (1) 251,970,842 shares of Wheels Up Class A common stock to be issued in the Domestication and (2) 7,991,544 Wheels Up warrants to be issued in the Domestication.
As a result of and upon the closing of the Business Combination (the “Closing”), among other things, (i) all issued and outstanding equity interests of each Blocker (other than any such interests held in treasury or owned by such Blocker) as of immediately prior to the effective time of the First Step Blocker Mergers (the “First Step Blocker Effective Time”) will be cancelled and converted into the right to receive in the aggregate (A) a number of shares of Wheels Up Class A common stock that is equal to the Exchange Ratio (as defined below) multiplied by the aggregate number of WUP preferred interests held by such Blocker as of immediately prior to the First Step Blocker Effective Time and (B) any Earnout Shares (as defined below) that may be due and issuable pursuant to the Merger Agreement, and (ii) each outstanding WUP common interest and preferred interest (other than any WUP common interests subject to the WUP awards discussed below and the WUP preferred interests held by Blocker Sub) immediately prior to the First Step Blocker Effective Time will be cancelled in exchange for the right to receive (A) a number of shares of Wheels Up Class A common stock that is equal to the Exchange Ratio and (B) any Earnout Shares that may be due and issuable pursuant to the Merger Agreement, which will, in the case of all shares described in clauses (i) and (ii), together with the shares of Wheels Up Class A common stock reserved in respect of the awards described immediately below, in the aggregate equal an aggregate merger consideration of $1,885,000,000, in addition to a number of shares of Wheels Up Class A common stock that may be issued post-Closing if WUP Options (as defined below) were to be cash exercised and due to the conversion of any WUP Profits Interests (as defined below) for shares of Wheels Up Class A common stock at a level above the intrinsic value of the profits interests immediately after Closing based on a reference price per share of Wheels Up Class A common stock of $10.00, plus any Earnout Shares.

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In addition, as a result of the Closing, (i) each option to purchase WUP common interests (the “WUP Options”) that is outstanding immediately prior to the effective time of the Company Merger will be converted into the right to receive (as adjusted, including with respect to the applicable exercise price, based on the Exchange Ratio) an option related to the shares of Wheels Up Class A common stock, (ii) each award of WUP profits interests (the “WUP Profits Interests”) granted under any WUP incentive plan or granted directly in WUP that is outstanding immediately prior to the effective time of the Company Merger will be converted into the right to receive (as adjusted based on the Exchange Ratio and to maintain the intrinsic value of such award) an award of profits interests of Wheels Up, which, upon vesting and, for members of senior management, subject to the expiration of the Lock-Up Period (as defined in the Registration Rights Agreement), will be exchangeable for shares of Wheels Up Class A common stock, and (iii) each award of WUP restricted interests (the “WUP Restricted Interests”) granted under any WUP incentive plan will be converted into the right to receive (as adjusted based on the Exchange Ratio) an award of restricted shares of Wheels Up Class A common stock, with substantially the same vesting and termination-related provisions as such WUP Restricted Interest.
Further, as a result of the Closing, existing WUP equityholders will have the right to receive, including profits interests holders and restricted interest holders, but excluding option holders, through the issuance of Wheels Up EO Units (as defined in the Merger Agreement) that upon vesting may become exchangeable for, up to an aggregate of 9,000,000 additional shares of Wheels Up Class A common stock in three equal tranches which are issuable upon the achievement of share price thresholds for Wheels Up Class A common stock of $12.50, $15.00 and $17.50, respectively (such shares, the “Earnout Shares”).
It is anticipated that, following the Business Combination, (1) Aspirational’s public shareholders are expected to own approximately 8.8% of the outstanding Wheels Up Class A common stock, (2) WUP equityholders (without taking into account any public shares held by WUP equityholders prior to the consummation of the Business Combination or participation in the PIPE Investment) are expected to own approximately 68.9% of the outstanding Wheels Up common stock, and (3) Aspirational Consumer Lifestyle Sponsor LLC (the “Sponsor”) and related parties (including the independent directors of Aspirational) are expected to collectively own approximately 2.2% of the outstanding Wheels Up common stock and (4) the PIPE Investors are expected to own approximately 20.1% of the outstanding Wheels Up common stock. These percentages assume, as of immediately after the Business Combination, (i) none of Aspirational’s current public shareholders exercise their redemption rights in connection with the Business Combination, (ii) (A) the conversion of all WUP Restricted Interests into an award of restricted shares of Wheels Up Class A common stock, with substantially the same vesting and termination-related provisions as the WUP Restricted Interests, (B) the vesting and cashless net-exercise of all Wheels Up Options for shares of Wheels Up Class A common stock at a price per share of Wheels Up Class A common stock of $10.00, (C) the vesting and exchange of all WUP Profits Interests for shares of Wheels Up Class A common stock on the basis of a price per share of Wheels Up Class A common stock of $10.00 and (D) the issuance of shares of Wheels Up Class A common stock as the Merger Consideration pursuant to the Merger Agreement, which, in the case of all shares described in clauses (A)-(D) hereof, in the aggregate equal 188,500,000 shares of Wheels Up Class A common stock, and (iii) Wheels Up issues 55,000,000 shares of Wheels Up Class A common stock to the PIPE Investors pursuant to the PIPE Investment. Such percentages exclude the possible future issuance of any Wheels Up Class A common stock as earnout shares and in connection with the exercise of any Wheels Up warrants. If the actual facts are different from these assumptions, including if Wheels Up Options are cash exercised, or if due to appreciation of Wheels Up Class A common stock following the Business Combination, WUP Profits Interests become exchangeable for a greater amount of shares of Wheels Up Class A common stock, the percentage ownership retained by WUP’s existing shareholders in the combined company will be different. Assuming that all Wheels Up Options are cash exercised and assuming that all WUP Profits Interests were exchanged for shares of Wheels Up Class A common stock without regard to any hurdle amounts, an additional 30,496,210 shares of Wheels Up Class A common stock could be issued. Certain WUP equityholders are also PIPE Investors.
The Aspirational units, Aspirational Class A ordinary shares and Aspirational warrants are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “ASPL.U,” “ASPL” and “ASPL WS,” respectively. Aspirational will apply for listing, to be effective at the time of the Business Combination, of the Wheels Up Class A common stock and Wheels Up warrants on the NYSE under the proposed symbols “UP” and “UP WS”, respectively. It is a condition of the consummation of the Business Combination described above that Aspirational receives confirmation from the NYSE that the securities have been conditionally approved for listing on the NYSE, but there can be no assurance such listing conditions will be met or that Aspirational will obtain such confirmation from the NYSE. If such listing conditions are not met or if such confirmation is not obtained, the business combination described above will not be consummated unless the NYSE condition set forth in the Merger Agreement is waived by the applicable parties.
This proxy statement/prospectus provides shareholders of Aspirational with detailed information about the proposed business combination and other matters to be considered at the extraordinary general meeting of Aspirational. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 42 of this proxy statement/prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated           , 2021, and is first being mailed to Aspirational’s shareholders on or about           , 2021.

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ASPIRATIONAL CONSUMER LIFESTYLE CORP.
A Cayman Islands Exempted Company
(Company Number 364043)
1 Kim Seng Promenade
#18-07/12 Great World City
Singapore 237994
Dear Aspirational Consumer Lifestyle Corp. Shareholders:
You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company (“Aspirational”), at       , Eastern Time, on       , 2021, at       , or virtually via live webcast at https://www.cstproxy.com/aspconsumer/sm2021, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
At the extraordinary general meeting, Aspirational shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “BCA Proposal,” to approve and adopt the Agreement and Plan of Merger, dated as of February 1, 2021, as amended by Amendment No. 1 to Merger Agreement, dated as of May 6, 2021 (as amended, the “Merger Agreement”), by and among Aspirational, Wheels Up Partners Holdings LLC, a Delaware limited liability company (“WUP”), KittyHawk Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Aspirational (“Merger Sub”), Wheels Up Blocker Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Aspirational (“Blocker Sub”), the Blocker Merger Subs (as defined in the Merger Agreement) and the Blockers (as defined in the Merger Agreement), a copy of each of which is attached to the accompanying proxy statement/prospectus as Annex A and Annex A-I, respectively. The Merger Agreement provides for, among other things, following the Domestication of Aspirational to Delaware, (i) 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 (the “First Step Blocker Mergers”), (ii) the subsequent simultaneous mergers of the surviving Blockers with and into Blocker Sub, with Blocker Sub surviving each merger (the “Second Step Blocker Mergers”) and (iii) the subsequent merger of Merger Sub with and into WUP, with WUP surviving the merger (the “Surviving Entity”), with Aspirational as its managing member (the “Company Merger”, and collectively with the First Step Blocker Mergers and Second Step Blocker Mergers, 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.
As a condition to the consummation of the Mergers, the board of directors of Aspirational has unanimously approved a 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”). As described in the accompanying proxy statement/prospectus, you will be asked to consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Business Combination, Aspirational will change its name to “Wheels Up Experience Inc.” As used in the accompanying proxy statement/prospectus, “Wheels Up” refers to Aspirational after the Domestication and/or the Business Combination, including after such change of name, as applicable.
As a result of and upon the effective time of the Domestication, among other things, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Aspirational (the “Aspirational Class A ordinary shares”), will convert automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of Wheels Up (the “Wheels Up Class A common stock”), (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Aspirational (the “Aspirational Class B ordinary shares”), will convert automatically, on a one-for-one basis, into a share of Wheels Up Class A common stock, (iii) each of the then issued and outstanding redeemable warrant of Aspirational (the “Aspirational warrants”) will convert automatically into a redeemable warrant to acquire one share of Wheels Up Class A common stock (the “Wheels Up warrants”), pursuant to the Warrant Agreement, dated as of September 25, 2020, by and between Aspirational and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, and (iv) each of the then issued and
 

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outstanding units of Aspirational that have not been previously separated into the underlying Aspirational Class A ordinary shares and underlying Aspirational warrants upon the request of the holder thereof (the “Aspirational units”) will be cancelled and will entitle the holder thereof to one share of Wheels Up Class A common stock and one-third of one Wheels Up warrant. As used herein, “public shares” shall mean the Aspirational Class A ordinary shares (including those that underlie the Aspirational units) that were registered pursuant to the Registration Statement on Form S-1 (333-248592) and the shares of Wheels Up Class A common stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication. For further details, see the section entitled “Domestication Proposal.”
You will also be asked to consider and vote upon (i) four separate proposals to approve 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 certificate of incorporation and bylaws of Wheels Up (collectively, the “Organizational Documents Proposals”), (ii) a proposal to elect 11 directors, who, upon consummation of the Business Combination, will be the directors of Wheels Up (the “Director Election Proposal”), (iii) a proposal to approve for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of Wheels Up Class A common stock to (A) the PIPE Investors pursuant to the PIPE Investment and (B) the equityholders of WUP pursuant to the Merger Agreement (the “Stock Issuance Proposal”), (iv) a proposal to approve and adopt the Wheels Up 2021 Long-Term Incentive Plan (the “Equity Incentive Plan Proposal”) and (v) 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 (the “Adjournment Proposal”). The Business Combination will be consummated only if the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Equity Incentive Plan Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
As a result of and upon the closing of the Business Combination (the “Closing”), among other things, (i) all issued and outstanding equity interests of each Blocker (other than any such interests held in treasury or owned by such Blocker) as of immediately prior to the effective time of the First Step Blocker Mergers (the “First Step Blocker Effective Time”) will be cancelled and converted into the right to receive in the aggregate a number of shares of Wheels Up Class A common stock that is equal to the Exchange Ratio (as defined below) multiplied by the aggregate number of WUP preferred interests held by such Blocker as of immediately prior to the First Step Blocker Effective Time, and (ii) each outstanding WUP common interest and preferred interest (other than any WUP common interests subject to the WUP awards discussed below and the WUP preferred interests held by Blocker Sub as a result of the Second Step Blocker Mergers) immediately prior to the First Step Blocker Effective Time will be cancelled in exchange for the right to receive a number of shares of Wheels Up Class A common stock that is equal to the Exchange Ratio, which will, in the case of all shares described in clauses (i) and (ii), together with the shares of Wheels Up Class A common stock reserved in respect of the awards described immediately below, in the aggregate equal an aggregate merger consideration of $1,885,000,000, in addition to a number of shares of Wheels Up Class A common stock that may be issued post-Closing if WUP Options (as defined below) were to be cash exercised and due to the exchange of any WUP Profits Interests (as defined below) for shares of Wheels Up Class A common stock at a level above the intrinsic value of the profits interests immediately after Closing based on a reference price per share of Wheels Up Class A common stock of $10.00, plus any Earnout Shares (as defined below).
In addition, as a result of the Closing, (i) each option to purchase WUP common interests (the “WUP Options”) that is outstanding immediately prior to the effective time of the Company Merger will be converted into the right to receive (as adjusted, including with respect to the applicable exercise price, based on the Exchange Ratio) an option related to the shares of Wheels Up Class A common stock, (ii) each award of WUP profits interests (the “WUP Profits Interests”) granted under any WUP incentive plan or granted directly in WUP that is outstanding immediately prior to the effective time of the Company Merger will be converted into the right to receive (as adjusted based on the Exchange Ratio and to maintain the
 

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intrinsic value of such award) an award of profits interests of Wheels Up, which, upon vesting and, for members of senior management, subject to the expiration of the Lock-Up Period (as defined below), will be exchangeable for shares of Wheels Up Class A common stock, and (iii) each award of WUP restricted interests (the “WUP Restricted Interests”) granted under any WUP incentive plan will be converted into the right to receive (as adjusted based on the Exchange Ratio) an award of restricted shares of Wheels Up Class A common stock, with substantially the same vesting and termination-related provisions as such WUP Restricted Interest.
Further, as a result of the Closing, existing WUP equityholders will have the right to receive, including profits interests holders and restricted interest holders, but excluding option holders, through the issuance of Wheels Up EO Units (as defined in the Merger Agreement) that upon vesting may become exchangeable for, up to an aggregate of 9,000,000 additional shares of Wheels Up Class A common stock in three equal tranches which are issuable upon the achievement of share price thresholds for Wheels Up Class A common stock of $12.50, $15.00 and $17.50, respectively (such shares, the “Earnout Shares”).
In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the date of the Closing (the “Closing Date”), including (i) the Sponsor Support Agreement, (ii) the WUP Holders Support Agreement, (iii) the Registration Rights Agreement, (iv) the PIPE Subscription Agreements, (v) the Delta Investor Rights Letter and (vi) the Seventh Amended and Restated Limited Liability Company Agreement of the Surviving Entity. For additional information, see the section entitled “BCA Proposal — Related Agreements” in the accompanying proxy statement/prospectus.
Pursuant to the Cayman Constitutional Documents, a holder (a “public shareholder”) of public shares, which excludes shares held by Aspirational Consumer Lifestyle Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), may request that Aspirational redeem all or a portion of such public shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem their public shares even if they vote “for” the BCA Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, Aspirational’s transfer agent, Wheels Up will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Wheels Up Class A common stock that will be redeemed immediately after consummation of the Business Combination. See the section entitled “Extraordinary General Meeting of Aspirational — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor and each director of Aspirational holding Aspirational ordinary shares have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with
 

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respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by that certain Sponsor Support Agreement, dated as of February 1, 2021, by and among the Sponsor, Aspirational, each director of Aspirational holding Aspirational ordinary shares and WUP, as amended and modified from time to time, a copy of which is attached as Annex B to this proxy statement/prospectus (the “Sponsor Support Agreement”). The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor (including Aspirational’s independent directors) owns 20% of the issued and outstanding ordinary shares.
The Merger Agreement provides that the obligations of WUP to consummate the Mergers are conditioned on, among other things, that as of the Closing, the amount of cash available in the trust account, after deducting the amount required to satisfy Aspirational’s obligations to its shareholders (if any) that exercise their rights to redeem their public shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of WUP or Aspirational) (such amount, the “Trust Amount”) at or prior to the date of the Closing is at least equal to $120 million (the “Minimum Remaining Trust Amount”) (such condition, the “Minimum Trust Condition”). This condition is for the sole benefit of WUP and is waivable by WUP, in its discretion. There is also a mutual condition that the PIPE Investment Amount (as defined in this proxy statement/prospectus) be at least $360 million. If such conditions are not met, and such conditions are not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will Aspirational redeem public shares in an amount that would cause Wheels Up’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus (including the absence of a material adverse effect on WUP and the approval of the Merger Agreement and the transactions contemplated thereby by Aspirational’s shareholders and WUP’s equityholders). There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.
Aspirational is providing the accompanying proxy statement/prospectus and accompanying proxy card to Aspirational’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by Aspirational’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of Aspirational’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factorsbeginning on page 42 of this proxy statement/prospectus.
After careful consideration, the board of directors of Aspirational has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Aspirational’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Aspirational, you should keep in mind that Aspirational’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of Aspirational’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
 

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Your vote is very important.   Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote will not be counted towards the quorum requirement, as we believe all proposals presented to the shareholders will be considered non-discretionary, and will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person or virtually.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ASPIRATIONAL’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of Aspirational’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
Ravi Thakran
Chief Executive Officer and Chairman of the Board of Directors
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated       , 2021 and is first being mailed to shareholders on or about       , 2021.
 

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ASPIRATIONAL CONSUMER LIFESTYLE CORP.
A Cayman Islands Exempted Company
(Company Number 364043)
1 Kim Seng Promenade
#18-07/12 Great World City
Singapore 237994
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON       , 2021
TO THE SHAREHOLDERS OF ASPIRATIONAL CONSUMER LIFESTYLE CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company, company number 364043 (“Aspirational”), will be held at       , Eastern Time, on       , 2021, at       , or virtually via live webcast at https://www.cstproxy.com/aspconsumer/sm2021. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

Proposal No. 1 — The BCA Proposal — to consider and vote upon a 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 Merger Agreement, dated as of May 6, 2021 (as amended, the “Merger Agreement”), by and among Aspirational, WUP, Merger Sub, Blocker Sub, the Blocker Merger Subs and the Blockers, a copy of each of which is attached to the accompanying proxy statement/prospectus as Annex A and Annex A-I, respectively. 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, 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 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 (the “Aspirational Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Aspirational Class B ordinary shares” and, together with the Aspirational Class A ordinary shares, the “ordinary shares”), and 5,000,000
 

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preferred shares, par value $0.0001 per share (the “Aspirational preferred shares”), 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”) (this proposal is referred to herein as “Organizational Documents Proposal A”);
(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 (this proposal is referred to herein as “Organizational Documents Proposal B”);
(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 (this proposal is referred to herein as “Organizational Documents Proposal C”); 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 (this proposal is referred to herein as “Organizational Documents Proposal D”);

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 (this proposal is referred to herein as the “Director Election Proposal”);

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 and (b) the WUP equityholders pursuant to the Merger Agreement (this proposal is referred to herein as the “Stock Issuance Proposal”);

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 (this proposal is referred to herein as the “Equity Incentive Plan Proposal”);

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 (this proposal is referred to herein as the “Adjournment Proposal”).
Each of Proposals No. 1 through 9 is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
 

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These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.
Only holders of record of ordinary shares at the close of business on May 24, 2021 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting. The extraordinary general meeting will also be held virtually and will be conducted via live webcast at the following address: https://www.cstproxy.com/aspconsumer/sm2021.
The accompanying proxy statement/prospectus and accompanying proxy card is being provided to Aspirational’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend in person or virtually the extraordinary general meeting, all of Aspirational’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factorsbeginning on page 42 of the accompanying proxy statement/prospectus.
After careful consideration, the board of directors of Aspirational has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Aspirational’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Aspirational, you should keep in mind that Aspirational’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of Aspirational’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
Pursuant to the Cayman Constitutional Documents, a holder of public shares (as defined herein) (a “public shareholder”) may request of Aspirational that Wheels Up redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Aspirational’s transfer agent, that Wheels Up redeem all or a portion of your public shares for cash; and
(iii)
deliver your public shares to Continental, Aspirational’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to                 , Eastern Time, on                 , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Aspirational’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.
If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Aspirational’s transfer agent, Wheels Up will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business
 

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Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Wheels Up Class A common stock that will be redeemed promptly after consummation of the Business Combination. See the section entitled “Extraordinary General Meeting of Aspirational — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Aspirational Consumer Lifestyle Sponsor LLC, a Cayman Islands limited liability company and shareholder of Aspirational (the “Sponsor”), and each director of Aspirational holding Aspirational ordinary shares have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by that certain Sponsor Support Agreement, dated as of February 1, 2021, by and among the Sponsor, Aspirational, each director of Aspirational holding Aspirational ordinary shares and WUP, as amended and modified from time to time, a copy of which is attached as Annex B to the accompanying proxy statement/prospectus (the “Sponsor Support Agreement”). The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor (including Aspirational’s independent directors) owns 20% of the issued and outstanding ordinary shares.
The Merger Agreement provides that the obligations of WUP to consummate the Mergers are conditioned on, among other things, that as of the Closing, the amount of cash available in the trust account, after deducting the amount required to satisfy Aspirational’s obligations to its shareholders (if any) that exercise their rights to redeem their public shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of WUP or Aspirational) (such amount, the “Trust Amount”) at or prior to the date of the Closing is at least equal to $120 million (the “Minimum Remaining Trust Amount”) (such condition, the “Minimum Trust Condition”). This condition is for the sole benefit of WUP and is waivable by WUP, in its discretion. There is also a mutual condition that the PIPE Investment Amount (as defined in the accompanying proxy statement/prospectus) be at least $360 million. If such conditions are not met, and such conditions are not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will Aspirational redeem public shares in an amount that would cause Wheels Up’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus (including the absence of a material adverse effect on WUP and the approval of the Merger Agreement and the transactions contemplated thereby by Aspirational’s shareholders and WUP’s equityholders). There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.
The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
 

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Your vote is very important.   Whether or not you plan to attend in person or virtually the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote will not be counted towards the quorum requirement, as we believe all proposals presented to the shareholders will be considered non-discretionary, and will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person.
Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing ASPL.info@investor.morrowsodali.com.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors of Aspirational Consumer Lifestyle Corp.,
      , 2021
Ravi Thakran
Chief Executive Officer and Chairman of the Board of Directors
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ASPIRATIONAL’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
 

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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
Annexes
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
 
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REFERENCES TO ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.
You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning Aspirational, without charge, by written request to Secretary at Aspirational Consumer Lifestyle Corp., 1 Kim Seng Promenade, #18-07/12 Great World City, Singapore 237994, or by telephone request at +65 6672 7605; or Morrow Sodali LLC, Aspirational’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing ASPL.info@investor.morrowsodali.com, or from the SEC through the SEC website at the address provided above.
In order for Aspirational’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of Aspirational to be held on                 , 2021, you must request the information no later than                 , 2021, five business days prior to the date of the extraordinary general meeting.
 
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TRADEMARKS
This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. Aspirational does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.
 
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SELECTED DEFINITIONS
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“2021 Plan” are to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan attached to this proxy statement/prospectus as Annex E;

“Active Members” are to the number of Connect, Core and Business membership accounts that generated membership revenue in a given period and are active as of the reporting period;

“Active Users” are to Active Members and legacy WUPJ jet card holders as of the reporting date plus unique non-member consumers who completed a revenue generating flight at least once in a given period and excluding wholesale flight activity;

“Agreement End Date” are to July 31, 2021;

“Aspirational” are to Aspirational Consumer Lifestyle Corp. prior to its domestication as a corporation in the State of Delaware;

“Aspirational Class A ordinary shares” are to Aspirational’s Class A ordinary shares, par value $0.0001 per share;

“Aspirational Class B ordinary shares” are to Aspirational’s Class B ordinary shares, par value $0.0001 per share;

“Aspirational units” and “units” are to the units of Aspirational, each unit representing one Aspirational Class A ordinary share and one-third of one redeemable warrant to acquire one Aspirational Class A ordinary share, that were offered and sold by Aspirational in its initial public offering and registered pursuant to the IPO Registration Statement (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);

“ATO Funds” are to “Air Transportation Only Funds” purchased during the CARES Act Federal Excise Tax exemption period from March 28, 2020 through December 31, 2020. ATO Funds may only be applied against air transportation costs, and are not available as a method of payment for any ancillary or additional flight costs;

“Avianis” are to Avianis Systems LLC, a Delaware limited liability company and subsidiary of WUP;

“Blocker Sub” are to Wheels Up Blocker Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Aspirational;

“Business Combination” are to the Domestication together with the Mergers;

“CARES Act” are to the Coronavirus Aid, Relief, and Economic Security Act;

“Cayman Constitutional Documents” are to Aspirational’s Amended and Restated Memorandum and Articles of Association (as amended from time to time);

“Cayman Islands Companies Act” are to the Cayman Islands Companies Act (As Revised);

“Closing” are to the closing of the Business Combination;

“Citizen of the United States” or “U.S. Citizen” are to the meanings of such terms set forth in Title 49, U.S. Code, Section 40102 and administrative interpretations thereof issued by the Department of Transportation or its predecessor or successors, or as the same may be from time to time amended;

“Closing Date” are to the date on which the Closing actually occurs;

“Code” are to the U.S. Internal Revenue Code of 1986, as amended;

“Company,” “we,” “us” and “our” are to Aspirational prior to its domestication as a corporation in the State of Delaware and to Wheels Up after its domestication as a corporation incorporated in the State of Delaware, unless otherwise indicated in this proxy statement/prospectus;
 
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“Company Merger” are to the merger of Merger Sub with and into WUP, with WUP surviving the merger with Aspirational as its managing member;

“Condition Precedent Proposals” are to the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Equity Incentive Plan Proposal, collectively;

“Connect Funds” are to prepaid dollar denominated account credits purchased by Connect members that can be used to pay for flight services on any aircraft available through the Wheels Up program (and/or incidental or extraordinary costs incurred in connection therewith);

“Continental” are to Continental Stock Transfer & Trust Company;

“COVID-19” are to SARS-CoV-2 or COVID-19, and any evolutions thereof;

“Delta” are to Delta Air Lines, Inc.;

“Delta Investor Rights Letter” are to the letter agreement, dated as of February 1, 2021, by and among WUP, Aspirational and Delta, a copy of which is attached to this proxy statement/prospectus as Annex F;

“DGCL” are to the General Corporation Law of the State of Delaware;

“Domestication” are to the domestication of Aspirational Consumer Lifestyle Corp. as a corporation incorporated in the State of Delaware;

“DPJ” are to Delta Private Jets, LLC (now known as Wheels Up Private Jets LLC) prior to its acquisition by WUP on January 17, 2020;

“DTC” are to The Depository Trust Company;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Exchange Ratio” are to the quotient obtained by dividing (i) 188,500,000 by (ii) (A) the aggregate number of equity interests of WUP (including WUP common interests, WUP preferred interests, WUP Profits Interests and WUP Restricted Interests) that are (1) issued and outstanding immediately prior to the First Step Blocker Effective Time, taking into consideration WUP Profits Interests in a number equal to the aggregate number of such WUP Profits Interests multiplied by the Profits Interest Proceeds Ratio, or (2) issuable upon, or subject to, the settlement of WUP Options (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, minus (B) a number of shares equal to the aggregate exercise price of the WUP Options described in clause (2) above divided by the product obtained by multiplying the Exchange Ratio by $10.00;

“FAA” are to the Federal Aviation Administration;

“FBO” are to fixed based operators or operations, as the context requires;

“First Step Blocker Mergers” are to 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;

“founder shares” are to the Aspirational Class B ordinary shares purchased by the Sponsor in a private placement prior to the initial public offering, and the Aspirational Class A ordinary shares that will be issued upon the conversion thereof;

“FTC” are to the Federal Trade Commission;

“Fund Programs” are pre-purchased amounts of dollar-denominated credits that can be applied to future costs incurred by members, including flight services, annual dues, and other incidental costs such as catering and ground transportation;

“GAAP” are to accounting principles generally accepted in the United States;

“Gama” are to Gama Aviation LLC, a Delaware limited liability company and subsidiary of WUP;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
 
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“initial public offering” are to Aspirational’s initial public offering that was consummated on September 25, 2020;

“IPO Registration Statement” are to the Registration Statement on Form S-1 (333-248592) filed by Aspirational in connection with its initial public offering, which became effective on September 22, 2020;

“IRS” are to the U.S. Internal Revenue Service;

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

“Live Flight Legs” are to the number of complete one-way revenue generating flight legs in a given period, excluding empty repositioning legs and owner legs related to aircraft under management;

“Merger Agreement” are to the Agreement and Plan of Merger, dated as of February 1, 2021, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of May 6, 2021 (as may be further amended), by and among Aspirational, WUP, Merger Sub, Blocker Sub, the Blocker Merger Subs (as defined in the Merger Agreement) and the Blockers (as defined in the Merger Agreement), a copy of each of which is attached to this proxy statement/prospectus as Annex A and Annex A-I, respectively;

“Merger Sub” are to KittyHawk Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Aspirational;

“Mergers” are to the First Step Blocker Mergers, the Second Step Blocker Mergers and the Company Merger, collectively;

“Minimum Trust Condition” are to the condition to Closing for the benefit of WUP that the Trust Amount is greater than $120 million;

“Morrow” are to “Morrow Sodali LLC”;

“Mountain Aviation” are to Mountain Aviation, LLC, a Colorado limited liability company and subsidiary of WUP;

“MRO” are to maintenance, repair and overhaul operations;

“Net Promoter Score” are to the percentage of customers rating their likelihood to recommend a product or service to a friend or colleague as 9 or 10, referred to as promoters, minus the percentage rating this at 6 or below, called detractors, on a scale from 0 to 10. As specifically utilized herein, WUP includes within a post-flight survey sent to members following every flight, the question “How likely are you to recommend Wheels Up to a friend or colleague?” Respondents can respond by checking numbers between 0 and 10, with the bottom of the scale identified as “Not at all Likely” and the top of the scale identified as “Extremely Likely.” The Net Promoter Score is then calculated as (Promoters – Detractors)/Total Respondents;

“NYSE” are to the New York Stock Exchange;

“ordinary shares” are to the Aspirational Class A ordinary shares and the Aspirational Class B ordinary shares, collectively;

“Per Share Merger Consideration” are to the product obtained by multiplying (i) the Exchange Ratio by (ii) $10.00;

“Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

“PFIC” are to “passive foreign investment company”;

“PIPE Investment” are to the purchase of shares of Wheels Up Class A common stock pursuant to the PIPE Subscription Agreements;

“PIPE Investment Amount” are to the aggregate gross purchase price received by Aspirational prior to or substantially concurrently with Closing for the shares in the PIPE Investment;
 
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“PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the PIPE Subscription Agreements;

“PIPE Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated, a form of which is attached to this proxy statement/prospectus as Annex H;

“Prepaid Blocks” are to Fund Programs, ATO Funds and/or Connect Funds;

“private placement warrants” are to the Aspirational private placement warrants outstanding as of the date of this proxy statement/prospectus and the warrants of Wheels Up issued as a matter of law upon the conversion thereof at the time of the Domestication;

“pro forma” are to giving pro forma effect to the Business Combination;

“Profits Interest Proceeds Ratio” are to (x) the intrinsic value of a WUP Profits Interest assuming a hypothetical liquidation of WUP upon the Closing for $1,885,000,000, after taking into consideration the relevant participation threshold of each such WUP Profits Interest and any distribution preferences applicable to other WUP equity interests in accordance with the WUP limited liability company agreement (as in effect on the date of the Merger Agreement without further amendment), divided by (y) the Per Share Merger Consideration;

“Promissory Notes” are to (i) the promissory note, dated as of March 8, 2021, issued by Aspirational to the Sponsor, pursuant to which Aspirational borrowed an aggregate principal amount of $100,000 from the Sponsor, and (ii) the promissory note, dated as of April 30, 2021, issued by Aspirational to the Sponsor, pursuant to which Aspirational borrowed an aggregate principal amount of $150,000 from the Sponsor;

“Proposed Bylaws” are to the proposed bylaws of Wheels Up upon the effective date of the Business Combination attached to this proxy statement/prospectus as Annex D;

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of Wheels Up upon the effective date of the Business Combination attached to this proxy statement/prospectus as Annex C;

“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

“public shareholders” are to holders of public shares, whether acquired in Aspirational’s initial public offering or acquired in the secondary market;

“public shares” are to the Aspirational Class A ordinary shares (including those that underlie the units) that were offered and sold by Aspirational in its initial public offering and registered pursuant to the IPO Registration Statement or the shares of Wheels Up Class A common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

“public warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by Aspirational in its initial public offering and registered pursuant to the IPO Registration Statement or the redeemable warrants of Wheels Up issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;

“Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among Wheels Up, the Sponsor, certain former equityholders of WUP and the other parties thereto attached to this proxy statement/prospectus as Annex G;

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

“SEC” are to the U.S. Securities and Exchange Commission;

“Second Step Blocker Mergers” are to the mergers of the surviving Blockers with and into Blocker Sub, with Blocker Sub surviving each Merger;
 
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“Securities Act” are to the Securities Act of 1933, as amended;

“special missions” are to Wheels Up’s government, defense and emergency and medical transport businesses;

“Sponsor” are to Aspirational Consumer Lifestyle Sponsor LLC, a Cayman Islands limited liability company;

“Sponsor Support Agreement” are to that certain Support Agreement, dated as of February 1, 2021 by and among the Sponsor, Aspirational, each director of Aspirational holding Aspirational ordinary shares and WUP, as amended and modified from time to time, attached to this proxy statement/prospectus as Annex B;

“TAM” are to the total addressable market and is calculated as the total market demand for private aviation measured in estimated annual revenue;

“TMC” are to Travel Management Company, LLC, an Indiana limited liability company and subsidiary of WUP;

“trust account” are to the trust account established at the consummation of Aspirational’s initial public offering at J.P. Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee;

“Trust Agreement” are to the Investment Management Trust Agreement, dated as of September 25, 2020, by and between Aspirational and Continental Stock Transfer & Trust Company, as trustee;

“Trust Amount” are to the amount of cash available in the trust account as of the Closing, after deducting the amount required to satisfy Aspirational’s obligations to its shareholders (if any) that exercise their rights to redeem their Aspirational Class A ordinary shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of WUP or Aspirational);

“U.S.” or “United States” are to the United States of America;

“warrants” are to the public warrants and the private placement warrants;

“Wheels Up” are to Aspirational after the Domestication and/or the Business Combination, including after its name change from Aspirational Consumer Lifestyle Corp. to “Wheels Up Experience Inc.,” as applicable, and inclusive of its consolidated subsidiaries;

“Wheels Up App” are to the Wheels Up mobile app, available on iOS and Android;

“Wheels Up Class A common stock” are to shares of Wheels Up Class A common stock, par value $0.0001 per share, which will be entitled to one vote per share;

“WUP” are to Wheels Up Partners Holdings LLC and its consolidated subsidiaries prior to the Business Combination;

“WUPJ” are to Wheels Up Private Jets LLC (formerly known as Delta Private Jets, LLC), a Kentucky limited liability company, following its acquisition by WUP on January 17, 2020; and
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to Aspirational Class A ordinary shares, shares of Wheels Up Class A common stock or warrants include such securities underlying the units.
 
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MARKET, INDUSTRY AND OTHER DATA
This proxy statement/prospectus contains estimates, projections and other information concerning our industry, our business and the markets for our services and products, which are based on publicly available information (such as Google Analytics), industry publications and surveys, reports from government agencies (such as the FAA), reports by market participants and research firms and the independent sources listed below, as well as our own estimates, forecasts and projections based on our management’s knowledge of and experience in the market sector in which we compete. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.”
We calculate comparative fleet and program size within the private aviation industry based on (i) flight hour data for calendar year 2020 as reported by ARGUS TRAQPak and (ii) aircraft registration by operator as of April 29, 2021 as reported by ARGUS, AMSTAT and the FAA. We calculate the number of operators in the United States and their share of the private aviation market based on general aviation, Part 135 operator and Part 91 operator aircraft data released by the FAA.
Certain statistical data, estimates and forecasts contained in this proxy statement/prospectus are based on the following independent industry publications or reports:

Allied Market Research, Luxury Travel Market by Type of Traveler (Absolute Luxury, Aspiring Luxury, and Accessible Luxury), Age Group (Millennial, Generation X, Baby Boomers, and Silver Hair), and Type of Tour (Customized & Private Vacations, Adventure & Safari, Cruise/Ship Expedition, Small Group Journey, Celebration & Special Events, and Culinary Travel & Shopping): Global Opportunity Analysis and Industry Forecast, 2019 – 2026, September 2019.

Capgemini Research Institute, Financial Services, World Wealth Report 2020.

Citi Research, Private Jet Market Set for Take-off, June 1, 2020.

Euromonitor Passport, Number of High Net Worth Individuals by Country (2005 – 2040), December 23, 2020.

General Aviation Manufacturers Association (GAMA), 2019 Databook.

Global Economy and Development at Brookings (Homi Kharas), The Unprecedented Expansion of the Global Middle Class: An Update, February 2017.

Goldman Sachs, Economics Research, Pent-Up Savings and Post-Pandemic Spending, February 15, 2021.

IBISWorld, US Industry (NAICS) Report 48121, Charter Flights in the US, September 2020.

Magna Intelligence, North American Business Jet Market Databank, Market Size Estimates and Forecasts, 2019-2029.

McKinsey & Company, What’s next for Business Aviation in Light of COVID-19, May 15, 2020.

Wells Fargo Securities, LLC, Equity Research, What’s In Your Wallet: 3rd Annual Consumer Wallet Share Deep-Dive, April 23, 2019.
Certain information regarding members contained in this proxy statement/prospectus is based on internal surveys and studies we conduct and has not been verified by a third party.
Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, including as they relate to the potential Business Combination, of Aspirational Consumer Lifestyle Corp. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When Aspirational discusses its strategies or plans, including as they relate to the potential Business Combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, Aspirational’s management.
Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:

Aspirational’s ability to complete the Business Combination or, if Aspirational does not consummate such Business Combination, any other initial business combination;

satisfaction or waiver (if applicable) of the conditions to the Mergers, including, among other things:

the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the shareholders of Aspirational and equityholders of WUP, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (which waiting period expired on March 18, 2021) and any other required regulatory approvals, (iv) receipt of approval for listing on the NYSE of the shares of Wheels Up Class A common stock to be issued in connection with the Mergers, (v) that Wheels Up have at least $5,000,001 of net tangible assets upon Closing and (vi) the absence of any injunctions;

the absence of a material adverse effect on WUP;

that the Trust Amount at or prior to the Closing Date is at least equal to $120 million; and

that the PIPE Investment Amount is at least $360 million.

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

the projected financial information, anticipated growth rate, and market opportunity of Wheels Up;

the ability to obtain or maintain the listing of Wheels Up Class A common stock and Wheels Up warrants on the NYSE following the Business Combination;

our public securities’ potential liquidity and trading;

our ability to raise financing in the future;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

Aspirational officers and directors allocating their time to other businesses and potentially having conflicts of interest with Aspirational’s business or in approving the Business Combination;

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

the impact of the regulatory environment and complexities with compliance related to such environment, including compliance with restrictions imposed by federal law on foreign ownership of U.S. airlines;
 
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factors relating to the business, operations and financial performance of WUP and its subsidiaries prior to the Business Combination and Wheels Up and its subsidiaries following the Business Combination, including the ability to:

anticipate the impact of the COVID-19 pandemic and its effect on its business and financial conditions;

successfully execute its business, marketing and other strategies;

expand existing products and service offerings or launch new products and service offerings;

grow complementary products and service offerings;

enhance and maintain the reputation of its brand and flight experience and expand its customer base;

attract new customers and/or retain existing customers;

respond to changes in customer preferences;

obtain additional financing in the future;

achieve or maintain profitability in the future;

operate in a competitive market;

comply with the terms of any of its secured credit facilities;

effectively and timely integrate acquisitions into its existing business;

respond to a failure of its systems and technology to operate its business;

attract, integrate, manage and retain qualified personnel or key employees;

respond to a noteworthy accident or incident involving aircraft or the brand;

successfully defend litigation or investigations;

respond to existing or new adverse regulations or interpretations thereof;

respond to regional downturns or severe weather or catastrophic occurrences or other disruptions or events;

respond to geopolitical events and general economic conditions;

obtain or maintain adequate insurance coverage; and

anticipate the impact of changes in U.S. tax laws; and

other factors detailed under the section entitled “Risk Factors.”
The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us or WUP. There can be no assurance that future developments affecting us or WUP will be those that Aspirational or WUP have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Aspirational’s control or the control of WUP) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section entitled “Risk Factors” beginning on page 42 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Aspirational and WUP undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before any Aspirational shareholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the extraordinary general meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.
 
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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF ASPIRATIONAL
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Aspirational’s shareholders. Aspirational urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at     , Eastern Time, on           , 2021, via live webcast. To participate in the special meeting, visit and enter the 12-digit control number included on your proxy card. You may register for the meeting as early as on     , 2021. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in this proxy statement.
Q:
Why am I receiving this proxy statement/prospectus?
A:
Aspirational shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the Business Combination. The Merger Agreement provides for, among other things, that following the Domestication of Aspirational to the State of Delaware, (i) the Blockers will simultaneously merge with and into the respective Blocker Merger Subs, with the Blockers surviving each merger as wholly owned subsidiaries of Aspirational, (ii) thereafter, the surviving Blockers will simultaneously merge with and into Blocker Sub, with Blocker Sub surviving each merger, and (iii) thereafter, Merger Sub will merge with and into WUP, with WUP surviving the merger, with Aspirational as its managing member, in each case in accordance with the terms and subject to the conditions of the Merger Agreement, as more fully described elsewhere in this proxy statement/prospectus. See the section entitled “BCA Proposal” for more detail.
A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and Annex A-I and you are encouraged to read it in its entirety.
As a condition to the Mergers, Aspirational will change its jurisdiction by effecting a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL, pursuant to which Aspirational’s jurisdiction will be changed from the Cayman Islands to the State of Delaware. As a result of and upon the effective time of the Domestication, (i) each of the then issued and outstanding Aspirational Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of the Wheels Up Class A common stock, (ii) each of the then issued and outstanding Aspirational Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Wheels Up Class A common stock; (iii) each of the then issued and outstanding Aspirational warrants will convert automatically into a Wheels Up warrant, pursuant to the Warrant Agreement, dated as of September 25, 2020 (the “Warrant Agreement”), by and between Aspirational and Continental, as warrant agent; and (iv) each of the then issued and outstanding Aspirational units that have not been previously separated into the underlying Aspirational Class A ordinary shares and underlying Aspirational warrants upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Wheels Up Class A common stock and one-third of one Wheels Up warrant. See the section entitled “Domestication Proposal” for additional information.
The provisions of the Proposed Organizational Documents will differ materially from the Cayman Constitutional Documents. Please see the question “What amendments will be made to the current constitutional documents of Aspirational?” below.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF ASPIRATIONAL AND WUP, CAREFULLY AND IN ITS ENTIRETY.
 
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Q:
What proposals are shareholders of Aspirational being asked to vote upon?
A:
At the extraordinary general meeting, Aspirational is asking holders of ordinary shares to consider and vote upon:

a proposal to approve by ordinary resolution and adopt the Merger Agreement;

a proposal to approve by special resolution the Domestication;

the following four separate proposals to approve by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

to authorize the change in the authorized capital stock of Aspirational from 500,000,000 Aspirational Class A ordinary shares, 50,000,000 Aspirational Class B ordinary shares and 5,000,000 Aspirational preferred shares to 2,500,000,000 shares of Wheels Up Class A common stock and 25,000,000 shares of Wheels Up preferred stock;

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 board of directors of Wheels Up and as may be permitted by the DGCL;

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

to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this 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;

a proposal to approve by ordinary resolution the election of 11 directors, who, upon consummation of the Business Combination, will be the directors of Wheels Up;

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 and (b) the WUP equityholders pursuant to the Merger Agreement;

a proposal to approve by ordinary resolution the 2021 Plan; and

a proposal to approve by ordinary resolution 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.
If Aspirational’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. The Adjournment Proposal is not conditioned upon the approval of any other proposal. See the sections entitled “BCA Proposal,” “Domestication Proposal,” “Organizational Documents Proposals,” “Director Election Proposal,” “Stock Issuance Proposal,” “Equity Incentive Plan Proposal” and “Adjournment Proposal.”
 
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Aspirational will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of Aspirational should read it carefully.
After careful consideration, Aspirational’s board of directors has determined that the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal are in the best interests of Aspirational and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of one or more of Aspirational’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Aspirational and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Aspirational’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of Aspirational’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q:
Are the proposals conditioned on one another?
A:
Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal.
Q:
Why is Aspirational proposing the Business Combination?
A:
Aspirational was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.
WUP is the leading provider of “on demand” private aviation in the United States and one of the largest private aviation companies in the world.
Based on its due diligence investigations of WUP and the industry in which it operates, including the financial and other information provided by WUP in the course of Aspirational’s due diligence investigations, the Aspirational board of directors believes that the Business Combination with WUP is in the best interests of Aspirational and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See the section entitled “BCA Proposal — Aspirational’s Board of Directors’ Reasons for the Business Combination” for additional information.
Although Aspirational’s board of directors believes that the Business Combination with WUP presents a unique business combination opportunity and is in the best interests of Aspirational and its shareholders, the board of directors did consider the following potentially material negative factors in arriving at that conclusion:

Aspirational shareholders would be subject to the execution risks associated with Wheels Up if they retained their public shares following the Closing, which were different from the risks related to holding public shares of Aspirational prior to the Closing;

risks associated with successful implementation of Wheels Up’s long-term business plan and strategy;

risks associated with Wheels Up realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control;

the Aspirational board of directors did not obtain an opinion from any independent investment banking or accounting firm that the price Aspirational is paying to acquire WUP is fair to Aspirational or its shareholders from a financial point of view; and
 
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the potential negative impact of the COVID-19 pandemic and related macroeconomic uncertainty.
These factors are discussed in greater detail in the sections entitled “BCA Proposal — Aspirational’s Board of Director’s Reasons for the Business Combination,” and “Risk Factors — Risks Relating to Wheels Up’s Business and Industry.”
Q:
What will WUP equityholders receive in return for Aspirational’s acquisition of all of the issued and outstanding equity interests of WUP?
A:
As a result of and upon the Closing, among other things, (i) all issued and outstanding equity interests of each Blocker (other than any such interests held in treasury or owned by such Blocker) as of immediately prior to the First Step Blocker Effective Time will be cancelled and converted into the right to receive in the aggregate a number of shares of Wheels Up Class A common stock that is equal to the Exchange Ratio multiplied by the aggregate number of WUP preferred interests held by such Blocker as of immediately prior to the First Step Blocker Effective Time, and (ii) each outstanding WUP common interest and preferred interest (other than any WUP common interests subject to the WUP awards discussed below and the WUP preferred interests held by Blocker Sub as a result of the Second Step Blocker Mergers) immediately prior to the First Step Blocker Effective Time will be cancelled in exchange for the right to receive a number of shares of Wheels Up Class A common stock that is equal to the Exchange Ratio, which will, in the case of all shares described in clauses (i) and (ii), together with the shares of Wheels Up Class A common stock reserved in respect of the awards described immediately below, in the aggregate equal an aggregate merger consideration of $1,885,000,000, in addition to a number of shares of Wheels Up Class A common stock that may be issued post-Closing if WUP Options were to be cash exercised and due to the exchange of any WUP profits interests (the “WUP Profits Interests”) for shares of Wheels Up Class A common stock at a level above the intrinsic value of the profits interests immediately after Closing based on a reference price per share of Wheels Up Class A common stock of $10.00, plus any Earnout Shares.
In addition, as a result of the Closing, (i) each WUP Option that is outstanding immediately prior to the effective time of the Company Merger will be converted into the right to receive (as adjusted, including with respect to the applicable exercise price, based on the Exchange Ratio) an option related to the shares of Wheels Up Class A common stock, (ii) each award of WUP Profits Interests granted under any WUP incentive plan or granted directly in WUP that is outstanding immediately prior to the effective time of the Company Merger will be converted into the right to receive (as adjusted based on the Exchange Ratio and to maintain the intrinsic value of such award) an award of profits interests of Wheels Up, which, upon vesting and, for members of senior management, subject to the expiration of the Lock-Up Period, will be exchangeable for shares of Wheels Up Class A common stock, and (iii) each WUP Restricted Interest granted under any WUP incentive plan will be converted into an award of restricted shares of Wheels Up Class A common stock, with substantially the same vesting and termination-related provisions as such WUP Restricted Interest.
Further, as a result of the Closing, existing WUP equityholders have the right to receive (including profits interests holders and restricted interest holders, but excluding option holders, through the issuance of Wheels UP EO Units (as defined in the Merger Agreement) that are subject to vesting and become exchangeable for) up to an aggregate of 9,000,000 additional shares of Wheels Up Class A common stock in three equal tranches which are issuable upon the achievement of share price thresholders for Wheels Up Class A common stock of $12.50, $15.00 and $17.50, respectively. For further details see the section entitled “BCA Proposal —The Merger Agreement —Consideration Aggregate Merger Consideration.”
Q:
What equity stake will current Aspirational shareholders and WUP equityholders hold in Wheels Up immediately after the consummation of the Business Combination?
A
As of the date of this proxy statement/prospectus, there are 29,968,290 ordinary shares issued and outstanding, which includes the 5,993,658 founder shares held by the Sponsor (including Aspirational’s independent directors) and the 23,974,632 public shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 12,521,494 warrants, which includes the 4,529,950
 
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private placement warrants held by the Sponsor and the 7,991,544 public warrants. Each whole warrant entitles the holder thereof to purchase one Aspirational Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Wheels Up Class A common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the Aspirational fully diluted share capital would be 42,489,784.
It is anticipated that, following the Business Combination, (1) Aspirational’s public shareholders are expected to own approximately 8.8% of the outstanding Wheels Up Class A common stock, (2) WUP equityholders (without taking into account any public shares held by WUP equityholders prior to the consummation of the Business Combination or participation in the PIPE Investment) are expected to own approximately 68.9% of the outstanding Wheels Up common stock, (3) the Sponsor and related parties (including the independent directors of Aspirational) are expected to collectively own approximately 2.2% of the outstanding Wheels Up common stock, and (4) the PIPE Investors are expected to own approximately 20.1% of the outstanding Wheels Up common stock. These percentages assume, as of immediately after the Business Combination, (i) none of Aspirational’s current public shareholders exercise their redemption rights in connection with the Business Combination, (ii) (A) the conversion of all WUP Restricted Interests into an award of restricted shares of Wheels Up Class A common stock, with substantially the same vesting and termination-related provisions as such WUP Restricted Interests, (B) the vesting and cashless net-exercise of all Wheels Up Options for shares of Wheels Up Class A common stock at a price per share of Wheels Up Class A common stock of $10.00, (C) the vesting and exchange of all WUP Profits Interests for shares of Wheels Up Class A common stock on the basis of a price per share of Wheels Up Class A common stock of $10.00, and (D) the issuance of shares of Wheels Up Class A common stock as the Merger Consideration pursuant to the Merger Agreement, which, in the case of all shares described in clauses (A)-(D) hereof, in the aggregate equal 188,500,000 shares of Wheels Up Class A common stock, and (iii) Wheels Up issues 55,000,000 shares of Wheels Up Class A common stock to the PIPE Investors pursuant to the PIPE Investment. Such percentages exclude the possible future issuance of any Wheels Up Class A common stock as earnout shares and in connection with the exercise of any Wheels Up warrants. If the actual facts are different from these assumptions, including if Wheels Up Options are cash exercised, or if due to appreciation of Wheels Up Class A common stock following the Business Combination, WUP Profits Interests become exchangeable for a greater amount of shares of Wheels Up Class A common stock, the percentage ownership retained by WUP’s existing shareholders in the combined company will be different. Assuming that all Wheels Up Options are cash exercised and assuming that all WUP Profits Interests were exchanged for shares of Wheels Up Class A common stock without regard to any hurdle amounts, an additional 30,496,210 shares of Wheels Up Class A common stock could be issued. Certain WUP equityholders are also PIPE Investors.
The following table illustrates varying ownership levels in Wheels Up immediately following the consummation of the Business Combination based on the assumptions above.
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%
(1)
Assumes redemptions of 11,984,042 public shares of Aspirational in connection with the Business
 
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Combination at approximately $10.00 per share based on the trust account balance as of March 31, 2021. The actual amount of redemptions could exceed the 11,984,042 public share redemption scenario presented herein.
(2)
Includes 173,686,319 shares expected to be issued to existing holders of WUP common interests, WUP preferred interests and WUP Restricted Interests, 4,057,729 shares underlying the Wheels Up Options that are included as part of the consideration assuming a cashless net-exercise of all Wheels Up Options for shares of Wheels Up Class A common stock at a reference price per share of Wheels Up Class A common stock of $10.00, and 10,755,952 shares underlying the Wheels Up PI Units assuming such units convert at their intrinsic value to shares immediately after the Business Combination at a reference price per share of Wheels Up Class A common stock of $10.00. Excludes the 9,000,000 Earnout Shares, shares that could be issued upon a cash exercise of Wheels Up Options and additional shares issued in respect of Wheels Up PI Units due to appreciation of Wheels Up Class A common stock following the Business Combination. Such additional shares would further increase the common stock ownership percentage of the WUP equityholders and would dilute the share ownership of all other Wheels Up shareholders.
(3)
Includes 75,000 shares held by the independent directors of Aspirational.
For further details, see the section entitled “BCA Proposal — The Merger Agreement” and “Selected Unaudited Pro Forma Condensed Combined Financial Information.”
Q:
What is the maximum number of Aspirational Class A ordinary shares that may be redeemed in order for Aspirational to satisfy the Minimum Trust Condition?
A:
The maximum number of Aspirational Class A ordinary shares that may be redeemed in order for Aspirational to satisfy the Minimum Trust Condition is 11,984,042 Aspirational Class A ordinary shares.
Q:
How has the announcement of the Business Combination affected the trading price of the Aspirational Class A ordinary shares?
A:
On January 29, 2021, the trading date before the public announcement of the Business Combination, Aspirational’s public units, Class A ordinary shares and warrants closed at $10.80, $10.53 and $1.96, respectively. On May 24, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, Aspirational’s public units, Class A ordinary shares and warrants closed at $10.55, $9.99 and $1.45, respectively.
Q:
Will Aspirational obtain new financing in connection with the Business Combination?
A:
Yes. The PIPE Investors have agreed to purchase in the aggregate approximately 55,000,000 shares of Wheels Up Class A common stock, for approximately $550,000,000 of gross proceeds, in the PIPE Investment. The PIPE Investment is contingent upon, among other things, the closing of the Business Combination. See the section entitled “BCA Proposal — Related Agreements — PIPE Subscription Agreements.”
Q:
Why is Aspirational proposing the Domestication?
A:
Following the Business Combination, Wheels Up may not be owned by an entity domiciled outside of the United States consistent with federal laws relating to foreign ownership of U.S. air carriers. Accordingly, Aspirational will need to change its domicile to a State within the United States in order to consummate the Business Combination.
Our board of directors believes that there are significant advantages to us that will arise as a result of a change of Aspirational’s domicile to Delaware. Further, Aspirational’s board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. Aspirational’s board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of the Company and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal — Reasons for the Domestication.”
 
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To effect the Domestication, Aspirational will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Aspirational will be domesticated and continue as a Delaware corporation.
The approval of the Domestication Proposal is a condition to the closing of the Mergers under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. Broker non-votes will not be considered present for purposes of establishing a quorum, as we believe all proposals presented to the shareholders will be considered non-discretionary, and will not count as votes cast at the extraordinary general meeting.
Q:
What amendments will be made to the current constitutional documents of Aspirational?
A:
The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Aspirational’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace Aspirational’s Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in the following respects:
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.
 
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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.
 
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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.
 
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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.
Q:
How will the Domestication affect my ordinary shares and warrants?
A:
As a result of and upon the effective time of the Domestication, (i) each of the then issued and outstanding Aspirational Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of Wheels Up Class A common stock; (ii) each of the then issued and outstanding Aspirational Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Wheels Up Class A common stock; (iii) each of the then issued and outstanding Aspirational warrant will convert automatically into a Wheels Up warrant, pursuant to the Warrant Agreement, and (iv) each of the then issued and outstanding units of Aspirational that have not been previously separated into the underlying Aspirational Class A ordinary shares and underlying Aspirational warrants upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Wheels Up Class A common stock and one-third of one Wheels Up warrant. See the section entitled “Domestication Proposal” for additional information.
Q:
What are the U.S. federal income tax consequences of the Domestication?
A:
As discussed more fully under the section entitled “U.S. Federal Income Tax Considerations,” it is intended that the Domestication will constitute a reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, U.S. Holders (as defined in the section entitled “U.S. Federal Income Tax Considerations”) will be subject to Section 367(b) of the Code and, as a result:

A U.S. Holder whose Aspirational Class A ordinary shares have a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of Aspirational’s earnings in income;

A U.S. Holder whose Aspirational Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of Aspirational stock entitled to vote and less than 10% of the total value of all classes of Aspirational stock will generally recognize gain (but not loss) on the exchange of Aspirational Class A ordinary shares for Wheels Up Class A common stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” ​(as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Aspirational Class A ordinary shares provided certain other requirements are satisfied; and

A U.S. Holder who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of Aspirational stock entitled to vote or 10% or more of the total value of all classes of Aspirational stock will generally be required to include in income as a deemed dividend all earnings and profits amount attributable to its Aspirational Class A ordinary shares.
Aspirational does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.
As discussed more fully under the section entitled “U.S. Federal Income Tax Considerations,” Aspirational believes that it is likely classified as a PFIC. In such case, notwithstanding the foregoing
 
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U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of Aspirational Class A ordinary shares or warrants for Wheels Up Class A common stock or warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under the section entitled “U.S. Federal Income Tax Considerations — PFIC Considerations — D. QEF Election and Mark-to-Market Election” with respect to their Aspirational Class A ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available with respect to Aspirational warrants, and the application of the PFIC rules to Aspirational warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the section entitled “U.S. Federal Income Tax Considerations.”
Each U.S. Holder of Aspirational Class A ordinary shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of Aspirational Class A ordinary shares and warrants for Wheels Up common stock and warrants pursuant to the Domestication.
Additionally, the Domestication may cause non-U.S. Holders (as defined in the section entitled “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such non-U.S. Holder’s Wheels Up Class A common stock after the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the section entitled “U.S. Federal Income Tax Considerations.”
Q:
Do I have redemption rights?
A:
If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal. If you wish to exercise your redemption rights, please see the answer to the next question “How do I exercise my redemption rights?
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor has agreed to waive its redemption rights with respect to all of the founder shares in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price.
Q:
How do I exercise my redemption rights?
A:
If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:
(i)
(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units
 
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into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Continental, Aspirational’s transfer agent, that Wheels Up redeem all or a portion of your public shares for cash; and
(iii)
deliver your public shares to Continental, Aspirational’s transfer agent, physically or electronically through DTC.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to           , Eastern Time, on                 , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
The address of Continental, Aspirational’s transfer agent, is listed under the question “Who can help answer my questions?” below.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Aspirational’s transfer agent, directly and instruct them to do so.
Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of Aspirational’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the BCA Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the BCA Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
Any request for redemption, once made by a holder of public shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Aspirational’s consent, until the time the vote is taken with respect to the BCA Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental, Aspirational’s transfer agent, and later decide within the required timeframe not to elect redemption, you may request that Aspirational’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, Aspirational’s transfer agent, at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by Continental, Aspirational’s transfer agent, prior to the vote taken on the BCA Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, Aspirational’s transfer agent, at least two business days prior to the vote at the extraordinary general meeting.
If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, Wheels Up will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption will take place following the Domestication and, accordingly, it is shares of Wheels Up Class A common stock that will be redeemed immediately after consummation of the Business Combination.
 
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If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
A:
No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, Aspirational’s transfer agent, directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Continental, Aspirational’s transfer agent, by                 , Eastern Time, on                 , 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
It is expected that a U.S. Holder (as defined in the section entitled “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its Wheels Up Class A common stock will generally be treated as selling such Wheels Up Class A common stock, resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Wheels Up Class A common stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section entitled “U.S. Federal Income Tax Considerations.”
Additionally, because the Domestication will occur immediately prior to the redemption of any shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as the potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under the section entitled “U.S. Federal Income Tax Considerations.”
All holders considering exercising redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.
Q:
What happens to the funds deposited in the trust account after consummation of the Business Combination?
A:
Following the closing of Aspirational’s initial public offering, an amount equal to $225 million ($10.00 per unit) of the net proceeds from Aspirational’s initial public offering and the sale of the private placement warrants was placed in the trust account. In connection with the partial exercise of the underwriters’ over-allotment option, on October 2, 2020, Aspirational consummated the sale of additional units and warrants, and a total of $14,746,320 of the net proceeds was deposited into the trust account. As of March 31, 2021, funds in the trust account totaled $239,840,428 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the Closing), (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of Aspirational’s obligation to redeem 100% of the public shares if it does not complete a business combination by September 25, 2022 and (iii) the redemption of all of the public shares if Aspirational is unable to complete a business combination by September 25, 2022 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.
Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of Aspirational public shares who properly exercise their redemption rights; to
 
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pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of Wheels Up following the Business Combination. See the section entitled “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”
Q:
What happens if a substantial number of the public shareholders vote in favor of the BCA Proposal and exercise their redemption rights?
A:
Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.
The Merger Agreement provides that the obligations of WUP to consummate the Mergers are conditioned on, among other things, that as of the Closing, the Trust Amount is at least equal to $120 million. In addition, there is a mutual condition that the cash proceeds from the PIPE Investment are at least equal to $360 million. If such conditions are not met, and such conditions are not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, in no event will we redeem public shares in an amount that would cause Wheels Up’s net tangible assets (as determined in accordance with Rule 3a5 1-1 (g)(1) of the Exchange Act) to be less than $5,000,001.
Q:
What conditions must be satisfied to complete the Business Combination?
A:
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the shareholders of Aspirational and equityholders of WUP, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (which waiting period expired on March 18, 2021) and receipt of any other required regulatory approvals, (iv) receipt of approval for listing on the NYSE of the shares of Wheels Up Class A common stock to be issued in connection with the Mergers, (v) that Wheels Up have at least $5,000,001 of net tangible assets upon Closing, (vi) the absence of any injunctions, (vii) the Minimum Trust Condition and (viii) that the PIPE Investment Amount is at least $360 million.
Further, the obligations of Aspirational, Merger Sub, the Blocker Subs and the Blocker Merger Subs to consummate the Mergers is conditioned on the absence of a material adverse effect on WUP.
For more information about conditions to the consummation of the Business Combination, see the section entitled “BCA Proposal — The Merger Agreement.”
Q:
When do you expect the Business Combination to be completed?
A:
It is currently expected that the Business Combination will be consummated in the second quarter of 2021. This date depends, among other things, on the approval of the proposals to be put to Aspirational shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by Aspirational’s shareholders at the extraordinary general meeting and Aspirational elects to adjourn 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. For a description of the conditions for the completion of the Business Combination, see the section entitled “BCA Proposal — The Merger Agreement.”
Q:
What happens if the Business Combination is not consummated?
A:
Aspirational will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement. If Aspirational is not able to complete the Business Combination with WUP by September 25, 2022 and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman
 
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Constitutional Documents, Aspirational will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Q:
Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?
A:
Neither Aspirational’s shareholders nor Aspirational’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Q:
What do I need to do now?
A:
Aspirational urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. Aspirational’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q:
How do I vote?
A:
If you are a holder of record of ordinary shares on the record date for the extraordinary general meeting, you may vote in person virtually at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to virtually attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Because all proposals presented to shareholders will be considered non-discretionary,
 
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there will not be any broker non-votes at the extraordinary general meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.
Q:
When and where will the extraordinary general meeting be held?
A:
The extraordinary general meeting will be held at, Eastern Time, on, 2021, via live webcast at https://www.cstproxy.com/aspconsumer/sm2021, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.
Q:
Who is entitled to vote at the extraordinary general meeting?
A:
Aspirational has fixed May 24, 2021 as the record date for the extraordinary general meeting. If you were a shareholder of Aspirational at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person virtually or is represented by proxy at the extraordinary general meeting.
Q:
How many votes do I have?
A:
Aspirational shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 29,968,290 ordinary shares issued and outstanding, of which 23,974,632 were issued and outstanding public shares.
Q:
What constitutes a quorum?
A:
A quorum of Aspirational shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person virtually or by proxy. As of the record date for the extraordinary general meeting, 14,984,146 ordinary shares would be required to achieve a quorum.
Q:
What vote is required to approve each proposal at the extraordinary general meeting?
A:
The following votes are required for each proposal at the extraordinary general meeting:
(i)
BCA Proposal:   The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(ii)
Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(iii)
Organizational Documents Proposals:   The separate approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(iv)
Director Election Proposal:   The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(v)
Stock Issuance Proposal:   The approval of the Stock Issuance Proposal requires an ordinary
 
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resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(vi)
Equity Incentive Plan Proposal:   The approval of the Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(vii)
Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Q:
What are the recommendations of Aspirational’s board of directors?
A:
Aspirational’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Aspirational’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Equity Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.
The existence of financial and personal interests of one or more of Aspirational’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Aspirational and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Aspirational’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of Aspirational’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q:
How does the Sponsor intend to vote their shares?
A:
Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to vote all the founder shares and any other public shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor (including Aspirational’s independent directors) owns 20% of the issued and outstanding ordinary shares.
At any time at or prior to the Business Combination subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing equityholders of WUP or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Aspirational’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing equityholders of WUP or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the BCA
 
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Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposals, (3) satisfaction of the Minimum Trust Condition, (4) otherwise limiting the number of public shares electing to redeem and (5) Wheels Up’s net tangible assets (as determined in accordance with Rule 3a51-(g)(1) of the Exchange Act) being at least $5,000,001.
Entering into any such arrangements may have a depressive effect on our ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination).
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. Aspirational will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of one or more of Aspirational’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Aspirational and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Aspirational’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of Aspirational’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q:
What happens if I sell my Aspirational ordinary shares before the extraordinary general meeting?
A:
The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. Shareholders may send a later-dated, signed proxy card to Aspirational’s Chief Executive Officer at Aspirational’s address set forth below so that it is received by Aspirational’s Chief Executive Officer prior to the vote at the extraordinary general meeting (which is scheduled to take place on      , 2021) or virtually attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Aspirational’s Chief Executive Officer, which must be received by Aspirational’s Chief Executive Officer prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Q:
What happens if I fail to take any action with respect to the extraordinary general meeting?
A:
If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of Wheels Up. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of Aspirational. However, if you fail to vote with respect to the
 
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extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).
Q:
What should I do with my share certificates, warrant certificates or unit certificates?
A:
Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, Aspirational’s transfer agent, prior to the extraordinary general meeting.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to       , Eastern Time, on        , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Our warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.
Upon the Domestication, holders of Aspirational units, Class A ordinary shares, Class B ordinary shares and warrants will receive Wheels Up Class A common stock and warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their Aspirational units, Class A ordinary shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), Class B ordinary shares or warrants.
Q:
What should I do if I receive more than one set of voting materials?
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.
Q:
Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?
A:
Aspirational will pay the cost of soliciting proxies for the extraordinary general meeting. Aspirational has engaged Morrow to assist in the solicitation of proxies for the extraordinary general meeting. Aspirational has agreed to pay Morrow a fee of $25,000 plus disbursements (to be paid with non-trust account funds). Aspirational will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Aspirational Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Aspirational Class A ordinary shares and in obtaining voting instructions from those owners. Aspirational’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
Where can I find the voting results of the extraordinary general meeting?
A:
The preliminary voting results will be expected to be announced at the extraordinary general meeting. Aspirational will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.
Q:
Who can help answer my questions?
A:
If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy card, you should contact:
Morrow Sodali LLC
470 West Avenue, 3rd Floor
Stamford, Connecticut 06902
Individuals call toll-free: (800) 662-5200
 
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Banks and Brokerage Firms, please call (203) 658-9400
Email: ASPL.info@investor.morrowsodali.com
You also may obtain additional information about Aspirational from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, Aspirational’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to         , Eastern Time, on          , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company 1 State Street, 30th floor
New York, NY 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its Annexes and the other documents to which we refer before you decide how to vote. Items in this summary include a section reference directing you to a more complete description of that item where applicable.
Combined Business Summary
Unless otherwise indicated or the context otherwise requires, references in this Combined Business Summary to “Wheels Up,” “the Company,” “we,” “us,” “our,” and other similar terms refer to WUP and its consolidated subsidiaries prior to the Business Combination and to Wheels Up and its consolidated subsidiaries after giving effect to the Business Combination.
Our Mission
We connect flyers to private aircraft—and one another—to deliver exceptional, personalized experiences.
Our Opportunity
Private aviation, though a large industry with a growing addressable market, continues to be challenged by the difficulties endemic to pre-digital legacy industries.

Fragmentation of supply.

Outdated technology.

Opaque pricing and inaccessibility.

Underutilized assets.

Inefficient matching of supply with demand.
These challenges present an opportunity, one that is enhanced by tailwinds driving growth across the private aviation industry.

Acceleration in the growth of high-net-worth population.

Latent demand within an under-penetrated market.

Favorable consumer trends, including emergence of shared and experience economies.

Pandemic-driven shifts in priorities and behavior.
Our Solution
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We are building an innovative marketplace, powered by data, technology and operational expertise, to connect flyers to private aircraft, at scale.
We Are a Market Leader
Wheels Up is the leading provider of “on demand” private aviation in the United States and one of the largest private aviation companies in the world. We are pioneering data and technology-driven solutions that
 
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connect consumers to safety-vetted and verified private aircraft. Our comprehensive platform and proprietary technology are designed to bring efficiency and transparency to an industry that previously has been largely inefficient and opaque, making private aviation accessible to millions of flyers.
Our offerings consist of a suite of products and services that include multi-tiered membership programs, on-demand flights across all private aircraft cabin categories, aircraft management, retail and wholesale charter, whole aircraft acquisitions and sales, corporate flight solutions, special missions, signature events and experiences, and commercial travel benefits through our strategic partnership with Delta Air Lines. We believe our diversified marketplace platform offers a solution for all market participants, from aircraft owners and operators to individual and corporate flyers across a wide range of flight needs.
In just over seven years, we have become a recognized market leader with a track record of growth and innovation.

We generated $695.0 million in revenue in 2020.

Our fleet exceeds 1,500 owned, leased, managed and third-party aircraft, making it among the largest fleets in private aviation.

For 2020, we had over 9,200 Active Members, over 11,300 Active Users and flew more than 150,000 passengers on approximately 45,000 flights, making us the largest provider of on-demand aviation in the United States.

For calendar year 2020, we achieved a Net Promoter Score of 87 with customers completing our post-flight survey, which is issued after every flight.

We were awarded the 2020 Top Flight Award for Charter / Fractional / Jet Card Innovation category by Aviation International News.
We will continue to innovate and evolve our business to remain a market leader. The next phase of our growth involves two transformational steps to further our founding mission to simplify private air travel and make it more accessible.

We will continue to digitize and automate the matching of supply and demand within our marketplace.

We will make our offering more accessible, opening our platform to non-members, and creating a significantly larger TAM.
Our Revenue
While we offer numerous products and services to our customers and industry partners, we generate revenue within four main categories:

Membership Revenue — We generate membership revenue from initiation and annual renewal fees across our Connect, Core and Business membership tiers. We believe this membership revenue is highly visible and largely recurring in nature.

Flight Revenue — Flight revenue is generated by both member and non-member usage. Non-members include wholesale and Jet Card customers, special missions clients and users of the Wheels Up App.

Aircraft Management Revenue — Aircraft management revenue consists of monthly management fees charged to aircraft owners, recovery of owner incurred expenses including maintenance coordination, cabin crew and pilots, and recharging of certain incurred aircraft operating costs such as maintenance, fuel, landing fees and parking. We pass recovery and recharge amounts back to owners at either cost or a predetermined margin.

Other Revenue — Other revenue consists of Avianis software subscription fees, third-party MRO revenue, FBO revenue, whole aircraft acquisitions and sales related revenue and fees from sponsorships and partnerships.
Our Marketplace Strategy
In recent years, digitally enabled marketplaces have driven a seismic shift across many industries, and travel in particular, by facilitating efficient matching of supply and demand. Whether Airbnb for lodging,
 
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Uber for mobility or booking.com for hotels, each of these companies has introduced a revolutionary platform that connects consumers to providers at scale, fundamentally changing consumer behavior and driving significant addressable market expansion. These shifts, characterized by increased accessibility, pricing transparency and improved asset utilization, have yet to occur in our industry. For much of the private aviation market today, the process of discovering and booking a private flight remains complex, time consuming, opaque and primarily offline. We believe this leaves consumers dissatisfied and inhibits demand. On the supply side, aircraft owners and operators, reliant on brokers or agents to drive customer utilization, suffer from scheduling inefficiencies and challenged economics.
With the investments we have made and continue to make in our platform, including through our recent acquisitions, we have aggregated a large and growing pool of demand that we are connecting to one of the world’s largest and most diverse fleets of first- and third-party aircraft. Leveraging our industry-leading data and technology platform, our operational expertise, and the scale and density of our network, we believe we are best positioned to connect aircraft supply with flight demand bringing simplicity, efficiencies and market expansion that benefit the entire private aviation ecosystem of flyers, owners and operators of aircraft.
Benefits to Flyers:

Access and Ease of Use:   A simple digital interface offering real-time price discovery and instant booking capabilities based on real-time availability and feasibility.

More Aircraft Options:   Expansive network of safety-vetted and verified available aircraft.

Transparent and Dynamic Pricing:   Advanced algorithms, machine learning and predictive analytics drive real-time trustworthy market-driven trip-by-trip pricing.

Reduced Cost of Flying:   Network efficiencies, scale and productization of empty repositioning legs and shared flight options that together drive lower costs to consumers.

Coordination with Commercial Travel:   Access to commercial travel benefits through strategic relationship with Delta, including Delta Medallion® status, Delta SkyMiles® loyalty rewards and first- and last-mile connections into Delta’s commercial network.
Benefits to Aircraft Owners and Third-Party Operators:

Increased Asset Utilization:   More flight opportunities driven by one of the largest pools of consistent, premium demand.

Leading Flight Management Software:   Access to a leading cloud-based solution to efficiently manage all aspects of daily operations (i.e., billing, passenger manifests, crew, ground, etc.).

Fleet Optimization:   Capability to optimize fleet within a scaled visible demand network, reducing empty repositioning legs and generating incremental flight revenue.

Future Profitability:   Reduce reliance on inefficient and often costly third-party broker or sales model.

Reduced Cost of Ownership:   Access to Wheels Up charter demand drives shared revenue that defrays cost of ownership.
History of Innovation and Market Expansion
Wheels Up was founded in 2013 by industry pioneer Kenny Dichter to provide a cost-efficient, accessible and transparent option that addressed the needs of the modern private flyer.
Wheels Up introduced the industry’s first membership-based private aviation offering, providing access to an owned and leased fleet of premium aircraft for a reasonable initiation fee, annual dues and a pay-as-you-fly model. With this new model, Wheels Up reduced the entry cost of private aviation and expanded the universe of potential flyers. To service this offering, we invested in a fleet of new King Air 350i aircraft, an aircraft that most cost effectively addresses the majority of typical private flights in the United States: those under two hours. This investment enabled us to secure initial fleet format exclusivity from the original
 
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equipment manufacturer (“OEM”), Textron Aviation, creating a differentiated product that gave us a strong foothold in a competitive market. We also focused on building a best-in-class team, a reliable and customer-centric experience supported by innovative technology and a trusted lifestyle brand.
The rapid market adoption and loyal customer base that followed supported expansion of our fleet offering to include a supplemental charter product to capture demand not satisfied by the aircraft types in our owned and leased fleet. Relying on a growing third-party operator fleet allowed us to capture additional demand and rapidly scale the business without significant additional investment in new fixed assets. Transitioning to an “asset right” business model began the transformation of Wheels Up into a full-service private aviation solution with capabilities to serve all customer demand, regardless of asset class and trip requirements.
Recent Transactions Have Accelerated Our Strategy
In the past two years, we completed six transformative strategic transactions to accelerate our marketplace strategy, each of which is identified by name and date of completion below.
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Scaling our “Asset-Right” Fleet of Aircraft — We expanded the breadth and depth of our fleet with the addition of more than 240 aircraft across all cabin class categories, including 170 managed aircraft and the largest floating fleets of Light jets and Citation Xs in North America.
Broadening and Streamlining our Capabilities — We acquired direct control over our owned and leased fleet operations, added in-house maintenance capabilities, including heavy maintenance, with a nationwide footprint and diversified our operations with the addition of aircraft management, wholesale flight operations and special mission capabilities.
Driving Additional Customer Demand — We added thousands of flyers to our platform, including retail, corporate and wholesale customers. Additionally, our strategic relationship with Delta provides exposure to high-value Delta individual and corporate customers through co-marketing products, features and benefits.
Adding Advanced Proprietary Technology — The Avianis cloud-based flight management system is currently utilized by approximately 100 aircraft owners/operators, with close to 2,000 aircraft on the system. As the system begins to facilitate fleet optimization and provides access to Wheels Up demand, we expect Avianis to attract more owners/operators, and thus aircraft, to our marketplace.
Industry and Market Opportunity
The U.S. Private Aviation Industry is Large and Growing
The private aviation industry has historically served high-net-worth individuals and corporate customers, allowing flyers to maximize productivity and minimize overall travel time. We believe the private aviation market in the United States represents a massive market opportunity, with an estimated $31 billion of annual spending on passenger charter flights and whole and fractional aircraft. We believe our addressable market is considerably greater, just north of $50 billion today. We calculate this market opportunity on a bottom-up basis based on our addressable population, which is comprised of individuals with net worth greater than
 
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$1 million and corporations with annual revenue greater than $20 million (see chart below). Based on expected growth in global high-net-worth populations and assuming a minor increase in the weighted average penetration rate across the relevant demographics driven by digitization, optimization of supply and demand and simplification of a complex environment, we believe the addressable market can grow to $80 billion by 2025. The charts below demonstrate the size of the current private aviation market in the United States as measured in estimated annual revenue, as well as our view of the current and potential addressable market sizes, accompanied by demographic data and market penetration assumptions that underlie a bottoms up analysis that supports such market sizing.
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Significant Tailwinds Are Driving Growth Across the Industry

Growth in High-Net-Worth/Ultra High-Net-Worth Populations and Corporate Earnings — Capgemini Financial Services estimates that the number of high-net-worth individuals in North America has grown at an average of 7.9% annually from 2012 through 2018, a trend that is expected to continue. Corporate earnings, which have historically correlated closely to the utilization of private aircraft, also continue to achieve new all-time highs.

Favorable Consumer Trends — Market research indicates that experiences currently account for over 65% of discretionary spending. In addition, we believe the COVID-19 global pandemic has led to a shift in consumer prioritization of wellness and safety, with private aviation viewed increasingly by those in the addressable market as a health-conscious decision rather than a discretionary luxury.

Significant Latent Demand — According to a 2019 study from McKinsey & Company, only 10% of individuals that can afford to fly privately (measured as net worth in excess of $10 million) currently do so. According to a Goldman Sachs February 2021 study, consumers who have foregone spending opportunities have amassed “excess” savings of $1.5 trillion that will further fuel post-pandemic spending. Additionally, COVID-19 related stay-at-home and travel quarantine orders have temporarily suppressed corporate travel and spending, which is expected to return over time and further fuel post-pandemic spending.

Underutilized Assets, Growth of the Shared Economy and Impact of Technology — Industry data regarding annual flight hours across all private aircraft indicates the average private aircraft generally sits idle approximately 97% of the time. We believe that private aviation is among the last of the industries characterized by such latent and underutilized supply. The growing shared economy culture and mindset, most often incorporating data and technology driven platforms, has proven to be a global catalyst for increased asset utilization across numerous industries.
 
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Private Aviation Has Challenges Endemic to Pre-digital Legacy Industries

Highly Fragmented Supply — Private aviation is highly fragmented with respect to both retail customers and owners and operators of aircraft. The top ten operators in the United States control only 8% of the industry’s capacity. More than 1,800 operators control fewer than 10 aircraft each.

Complex Operations — Customer demand is geographically spread out, unscheduled and often last-minute. Capacity is constrained due to asset availability, crew duty time limitations, unpredictable weather conditions, stringent regulatory requirements and scheduled and unscheduled maintenance.

Slow Adoption of New Technology — We believe the lack of investment in technology has left the industry reliant upon outdated technology and means of communication. These technological and communications challenges, exacerbated by industry fragmentation, have created a disconnect between the consumer and operator, with no ability to track and match demand based on real-time location and availability of aircraft.

High Customer Frustration Driven by Opaque Pricing — Pricing methodologies are inconsistent and unpredictable, with no clear indication of the variety of factors that drive total cost to consumers. The prevalence of manual quote-and-response models creates delays between flight request and price confirmation. Further, a lack of transparency at the time of booking regarding the true cost of a flight results in surprise surcharges and additional costs after the booking process is completed, and often after the flight.
Our Competitive Strengths
Difficult to Replicate Platform
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The investments we have made since our inception in our brand, fleet, service and technology, including through our recent acquisitions, have resulted in a comprehensive, integrated platform that we believe is unmatched and would take years and significant investment of capital to replicate in its scale and breadth of offering. We believe the comprehensiveness of our platform will enable us to effectively address the industry’s historical challenges, in particular through the continued development of our marketplace, as well as capitalize on future opportunities that may arise through commercialization of emerging and sustainable technologies, such as Electric Vertical Take-Off/Landing (“eVTOL”) and other electric aircraft or aerial ridesharing innovations.
 
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Aspirational Lifestyle Brand
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The above images provide examples of Wheels Up brand activations through exclusive events and experiences, paid sponsorships and Ambassador partnerships, each of which is more fully described below. In most circumstances, including for those pictured above, Wheels Up Ambassadors pay for their Wheels Up memberships and when they purchase flight time, receive bonus flight credits in consideration for their Ambassador activities, which may include attendance at Wheels Up events, photo and video shoots, and/or postings on social media, among other activities.
We have built an industry-leading trusted brand that creates broad consumer awareness, attracts new customers and allows us to generate deep engagement with our current members and non-member flyers. We believe one of the most important attributes of our brand is trust. Each and every day, our passengers trust us with their lives, and it is paramount that we consistently reinforce this trust with our actions and words. This begins with our uncompromising commitment to safety as our number one priority.
We have fostered member engagement through unique media and brand activations and through our philanthropy platform, “Wheels Up Cares,” which supports multiple causes like Feeding America, the American Heart Association and TAPS, among others. Our brand is enhanced through partnerships with over 100 brand ambassadors, including Tom Brady, Serena Williams and Russell Wilson, among many others, whom we engage for member experiences and marketing opportunities. We reinforce our brand positioning and membership offerings through exclusive experiences at iconic destinations such as the Super Bowl®, The Masters® and Art Basel®, and with strategic partnerships through leading lifestyle brands, such as Four Hundred™ and Inspirato®. We believe these benefits are important for driving member loyalty and retention and serve to further differentiate the Wheels Up brand.
Membership Model
We provide private aviation services through our innovative membership program, offering three membership tiers — Connect, Core and Business. Each program requires members to pay an initiation fee and annual dues and provides access to one of the world’s largest combined fleets of owned, leased, managed and third-party aircraft.
Multi-Tier Offering Drives Deeper Penetration and Expansion of Our TAM We launched Wheels Up with our Core and Business memberships which provided guaranteed aircraft availability and fixed rate pricing. In 2019, we added our lower-priced Connect membership, introducing a solution tailored to the prospect or member with less frequent flight needs and more flexibility in their schedule. In 2020, this multi-tiered structure, addressing a broad spectrum of private aviation needs, drove 59% year-over-year growth in Active Members.
Outstanding Service, Product Innovations and Lifestyle-Enhancements Drive Customer Loyalty and Engagement We are continually evolving and adding value to our programs and services, including expansion of our flight offering to meet all travel mission profiles, the addition of new value-add digitally enabled features, the introduction of dynamic pricing, and expansion of our Wheels Down lifestyle program to include more events, experiences and partnership benefits. We believe this focus on enhancing the value
 
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of our memberships has driven our high member engagement and retention. For 2020, we experienced a retention rate of 89.6% for members whose annual flight spend exceeded $25,000, and over 90% for our highest spending members.
Growing Membership and Purchase Behavior Provides Predictable Revenue and Demand —  Since 2014, the number of our Active Members has grown at a compounded average rate of 44%, and our Core and Business members on average spend between $70,000 to $75,000 annually. Approximately 45% of our Core and Business members prepay their forward flying each year through purchases of Prepaid Blocks in increments generally between $50,000 and $400,000. During 2020 and 2019, our members pre-purchased $532 million and $250 million of Prepaid Blocks, respectively. The combination of recurring membership fees, consistent per member spend and purchases of Prepaid Blocks provides us with strong visibility into forward revenue and predictability of future demand, while the Prepaid Blocks contribute to strong cash flow from operations.
“Asset-Right” Network of Aircraft
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Through targeted capital investments, cultivation of third-party operator relationships and recent strategic transformative transactions, we have aggregated one of the industry’s largest and most diverse fleets of owned, leased, managed and third-party operator aircraft.
Managed and Third-Party Fleets Support Rapid, Capital-Efficient Scaling — We are transitioning from a focus on our owned and leased aircraft to an “asset right” balance with increased utilization of our managed and third-party network fleet, as illustrated in the pie charts below.
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We believe this strategy provides increased flexibility to quickly scale our business with limited direct and ongoing capital investment. Additionally, we believe we will be able to benefit from economies of scale as our fleet grows, creating the potential to obtain better pricing from key vendors including fuel providers, FBOs and third-party maintenance, training and other providers.
 
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Expanded Fleet Drives Increased Demand and Flight Spend — We believe greater breadth and diversity of our fleet will increase wallet share from our existing members and appeal to a broader audience of members and non-members, driving significantly more demand through our marketplace and strengthening our member retention. In addition to supporting the extension of our offering from a focus on shorter flight segments to one capable of addressing all typical private aviation missions, our fleet scale and diversity has enabled us to innovate with new offerings, such as our recently introduced transcontinental pricing supported by our newly expanded Citation X Super-Midsize fleet.
King Air Fleet Provides Differentiated Flight Option — Though we have since expanded our offerings to address all flight missions and profiles, the size and scale of our King Air fleet and the head start afforded to us by our initial fleet-format exclusivity with this asset allows us to continue to provide a differentiated option as among the “greenest” aircraft available based on its comparatively low fuel burn and the most cost-efficient option for the majority of private flights in the United States: those under two hours.
Fleet Flexibility Drives Network Efficiencies and Customer Benefits — In most circumstances, we maintain the flexibility to place customers on any of the owned and leased, managed or third-party assets available to us. The flexibility to optimize across a scaled nationwide network enables us to utilize the right aircraft, in the right place, at the right time. Over time, we believe this optionality will allow us to offer lower pricing and better experiences for our customers, maximize efficiency across a larger overall network and to drive future profitability.
Proprietary Technology, Algorithms and Data Ecosystem
We have invested significantly in extending our technology platform to support a growing end-to-end aviation marketplace. Our marketplace platform comprises three main elements: intuitive digital front-end interfaces, a middle tier supported by data-driven optimization and pricing algorithms, and a back-end featuring a comprehensive flight operations platform, with connectivity to a network of third-party operators, supported by our Avianis flight management system (“FMS”). Each of the elements of our marketplace platform relies upon and fuels a powerful data ecosystem containing data generated from within our systems, as well as from external industry sources.
Our Consumer-Facing Digital Products Support “Search, Book and Fly” Experience
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Screenshots from the flight booking process in the Wheels Up App on iOS.
Our front-end consumer facing applications include our highly rated mobile app on iOS and Android, a website for our members, and, shortly, APIs for third-party partner plug-ins to our marketplace. The core functionality of each of these solutions is our “Single Search” interface, which delivers dynamically priced flight options across multiple aircraft categories, in near real-time, available for instant booking. Our proprietary mobile app can distinguish all member and non-member criteria and retain personal preferences to ensure an elevated personalized travel experience. We believe the simplicity of the Wheels Up App, with transparent pricing and instant booking capabilities, provides a frictionless experience enabling us to expand our offering to non-members.
 
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An Advanced Pricing Engine, with Matching and Optimization Algorithms, Drive Efficiency and Higher Utilization
The middle tier of our differentiated marketplace platform comprises a suite of proprietary technologies and data science capabilities that price trips, match aircraft to missions, and optimize aircraft and crew schedules. Currently, our revenue management and flight operations groups work inter-dependently to align available supply on the network with flight demand utilizing real-time booking data and predictive analytics. With algorithms that forecast demand by asset class and at a regional or local level, we can drive pricing that favors trips based on a variety of variables that bring efficiency to the network, such as improving asset utilization by shifting demand to lower volume days. With our proprietary optimization software, we are able to optimize our daily schedule across our full network to reduce repositioning costs, drive network efficiency and maximize asset utilization. We believe these technologies, and our proprietary pricing and optimization algorithms in particular, provide a competitive advantage relative to other competitors, many of whom rely on pricing and scheduling functions that are highly analog and manual.
Avianis FMS Provides Integrated Fleet Management and Will Connect Supply to our Marketplace
Avianis is a cloud-based SaaS subscription FMS that enables aircraft owners/operators to run critical elements of their day-to-day business (e.g., fleet scheduling, inventory management, flight planning, crew and maintenance scheduling, etc.) with integrations to third party trip service providers (e.g., ground transportation, catering, lodging, etc.) Approximately 100 aircraft owners/operators, with close to 2,000 aircraft, currently manage their fleet operations on the Avianis FMS, including several of our largest third-party operators. Certain of our owned, leased and managed fleets are already operating the Avianis FMS, and we expect to convert our remaining fleets by the end of 2021.
Beyond its core functionality with respect to day-to-day operations, we view Avianis as an essential element to unlocking the power of the marketplace to drive network effects at scale. We are extending the capabilities of the Avianis FMS to include our pricing and optimization technology, and to offer owners and operators the ability to opt-in to sharing real-time pricing and availability and obtain access to our high-fidelity data and consistent demand. We believe that as our marketplace scales and these new integrations and features come online, we will see many owners and operators, including those that are subscale with limited resources and no previous access to consistent and optimized demand, adopt Avianis as their core FMS to reap the benefits from our integrated platform, in turn bringing greater supply to the marketplace.
Data Science Powers our Pricing and Optimization Technology
Our proprietary technology, machine learning, and data analytics models optimize our supply, sourcing and logistics models, calibrate our pricing, streamline our processes and enable the acceleration of our overall flight revenue velocity. We generate and aggregate a significant amount of data across three categories that we believe are essential to, and collectively drive, the network effects that will benefit all marketplace participants: demand data (e.g., customer and transactional data), supply data (e.g., aircraft and scheduling data) and marketplace data (e.g., pricing and itinerary data). This aggregation and cross-section of data continuously inform and update our machine learning algorithms. And the value of the platform for participants is continuously enhanced, and greater amounts of data are generated, as more constituents are connected in our network.
Strategic Relationship with Delta
In January 2020, in connection with our purchase of DPJ, we entered into a long-term commercial cooperation agreement with Delta. We expect this relationship will drive significant value through certain strategic initiatives, co-marketing efforts and the creation of an array of new products and valuable features for existing and prospective customers of both Wheels Up and Delta, which includes or will include:

Delta SkyMiles® and Delta Medallion® status:   Provision of miles within the Delta SkyMiles® Program to new and renewing Wheels Up members and Delta Medallion® status to Wheels Up members based on flight spend, as well as the ability for Delta customers to redeem miles for Wheels Up products and services.
 
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Product Trials for Delta Customers:   Introduction of exclusive Wheels Up partner benefits and product offerings to Delta’s 360, Diamond and Platinum Medallion members.

Co-Marketing Efforts:   Marketing our products and services to our respective member and customer bases, including Delta’s large roster of corporate account relationships.

Platform Integrations:   Targeted integrations of our respective technology platforms to streamline and drive cross-program engagement.

Flexible Funds:   Ability for Wheels Up customers to utilize their Blocks to purchase Delta commercial flights.
Delta is also a significant minority shareholder in Wheels Up and Delta has the right to designate, and at Closing will continue to have the right to designate, two members of our board of directors. We believe the participation of Delta’s designees on our board of directors adds tremendous strength and breadth of experience, and industry expertise, to our leadership team.
Innovative Founder Supported by Passionate and Experienced Team
Kenny Dichter, our founder and Chief Executive Officer, has been a recognized leader in our industry for more than 20 years. The leadership team supporting Mr. Dichter is comprised of seasoned executives with prior experience at best-in-brand companies like Amazon, Airbnb, Dealertrack and Cox Automotive, Bloomberg, Hilton, Patron and Coca Cola, among other industry leaders. Through this vast experience, the team has a demonstrated track record of scaling businesses, transitioning industries from analog to digital, driving adoption of marketplace solutions, capturing brand value and achieving profitable growth. The Wheels Up team includes, and is supported by, a deep bench of industry experts across all functional areas of the organization.
Our Growth Opportunities
Expand TAM with Introduction of Digitally Enabled Non-Member Access
We are at an important phase of our evolution as we aim to make private aviation more accessible and significantly expand our total addressable market. For the first time since our inception, we are opening our marketplace to include non-members using the Wheels Up App. We believe a user-friendly, transparent “search, book and fly” digital experience will remove friction points for new entrants to private aviation as well as appeal to those who currently use more analog and opaque competitive options. We also believe that many of these customers, once exposed to the Wheels Up experience and brand ecosystem, will, over time, become an important part of our member community. Our members will always be a critical component of our business and brand, and we remain committed to continuing to deliver for them on our promise of value, service and experience. We believe the additional demand driven by non-members should provide benefits to our members that include improved pricing driven by broader network effects and more flight sharing options, among others.
Fuel the Marketplace Flywheel
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We believe we are only just beginning to reap the benefits of our foundational investments in the business. With our network of aircraft, the power of our marketplace platform and our trusted and aspirational lifestyle brand, we see many exciting opportunities for future growth. The above chart demonstrates the flywheel effects that we have experienced and expect to continue to experience as a result of our prior and ongoing investments in our platform.
Continue to Grow Our Connect, Core and Business Memberships We believe that we have only just begun to penetrate the existing addressable market with our membership programs. In 2020, which was our first year selling an expanded, guaranteed cabin class offering, we had our strongest year of new Core and Business membership sales in our history. Our recently introduced lower-priced Connect membership also gained significant traction in 2020, achieving 275% year over year growth in active Connect members, and now representing over 25% of our total Active Members as of December 31, 2020.
Increase Customer Flight Spend According to our 2018 member survey, our members were spending, on average, approximately 45% of their private aviation wallet share with Wheels Up, due in large part to our early focus on shorter duration flights. As we have expanded our fleet offerings to service a broader spectrum of flight needs, we believe we have multiple opportunities to increase our share of our customers’ overall private aviation spend through existing and new products and features (e.g., our recently introduced transcontinental product). We believe adoption of our comprehensive cabin class offering, introduced only one year ago, will accelerate as customer travel spend returns to pre-pandemic levels over time. We believe that as the COVID-19 pandemic subsides, we will see increased flight activity in our member base as vacation flying and business travel recover to pre-pandemic levels over time.
Improve Unit Economics — We expect our flight unit economics will continue to improve over time. On our owned and leased fleet, we expect to enjoy significant cost savings from insourcing our maintenance operations and improving the efficiency and utility of our fleet. On our managed and third-party fleet, cost savings will be driven primarily by optimizing when and how we use those aircraft. We believe that as we grow our marketplace scale, this will become increasingly efficient over time. By optimizing the utilization of aircraft across our entire network, including our owned and leased, managed and third-party fleets through our developing proprietary technology, we believe we can enhance overall efficiency and achieve profitability.
Grow Aircraft Management, Maintenance and Other Existing Revenue Streams We believe there are opportunities to further grow and monetize additional areas of our business. We expect our aircraft management business to grow as we continue to integrate our acquired companies and as the benefits of our large network become even more valuable and apparent to prospective managed clients. We believe the investment we are making in our in-house maintenance capabilities, including the expansion of our geographic footprint, allows the opportunity to also provide these products and services to third-party aircraft owners and operators. We have also invested in whole aircraft acquisitions and sales and special missions, all of which we believe could become more meaningful contributors to revenue.
Expand into New Geographies
We believe we are well-positioned to build on our market leadership in the United States by selectively expanding into other geographies, namely Europe, the Middle East, South America and the Asia-Pacific region, that have a significant number of high-net-worth consumers that we believe are currently underserved by private aviation offerings. We may pursue global expansion through acquisitions or strategic relationships with existing aircraft owners, operators or other industry participants in those regions and the roll-out of the marketplace app in new markets and/or through potential franchise or licensing opportunities. We believe any international efforts will be enhanced through our relationship with the Aspirational sponsors, given their vast experience in the global consumer luxury and lifestyle sectors and their network of relationships worldwide.
Extend into Platform Adjacencies
We believe that with the power of our brand, our engaged and highly valued customer base and our new relationship with the Aspirational sponsors, we can expand our platform into complementary luxury and lifestyle offerings, which could include lodging and yacht rentals, additional experiential offerings, co-branded credit cards and collaborations, as well as partnerships with brands that are affiliated with the
 
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Aspirational sponsors and other luxury brands. We believe our brand, technology and network position us to explore opportunities across the luxury travel market, which according to a September 2019 report by Global Luxury Travel Market, Allied Market Research, exceeds $1 trillion globally.
Explore Opportunistic Consolidation and Accretive Acquisitions
As a result of the Business Combination with Aspirational and the concurrent capital investment in our business, we will have unrestricted cash and cash equivalents on our consolidated balance sheet, affording us the flexibility to add scale and/or other capabilities to our network through opportunistic acquisitions and partnerships over time. We may explore opportunities in a number of areas that strengthen, complement or accelerate our business strategy, which could include complementary technology platforms, retail and wholesale charter providers, private aviation brokerage businesses, aircraft management companies or companies with functionality that complements or supports our other business operations, e.g., maintenance or special missions. We expect to be in the enviable position of being able to explore and execute on such opportunities based on our track record of acquisition successes.
Leverage Our Platform to Support Emerging Aircraft Technologies
In recent months there has been an acceleration of investment in the development of eVTOL, electric engine aircraft and similar sustainable aerial technologies. With the breadth of our platform across our customer base, brand, service, and technology, we believe we are uniquely positioned to support the commercialization of these aircraft. Our participation in the development, introduction and scaling of these new technologies could occur through acquisitions, partnerships, joint ventures or other commercial relationships with manufacturers, operators and/or those building out the networks and related infrastructure.
Expand Flight Sharing Opportunities that Reduce Costs and Expand TAM
We believe that we can meaningfully lower the cost of flying privately through the expansion of our digitally enabled shared-flight opportunities, allowing us to bring new flyers to the industry and capture greater wallet share from an expanding addressable market. The ability to crowd-source and split the cost of a flight with like-minded travelers to a shared destination (e.g., a college football game, reunion, special event or a weekend trip), can reduce the cost of flying privately by 50% or more. We believe the continued growth of our member and customer base, including through the eventual introduction of sharing flight features through our publicly available non-member access, will significantly increase the pool of potential shared participants, which in turn will drive more shared flight opportunities. We are also able to bring down the cost of private flying by offering select by-the-seat opportunities on pre-determined and popular routes, such as New York to Nantucket, and to popular annual events, such as the Super Bowl® or The Masters®.
Parties to the Business Combination
Aspirational
Aspirational Consumer Lifestyle Corp. is a blank check company incorporated on July 7, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Aspirational has neither engaged in any operations nor generated any revenue to date. Based on Aspirational’s business activities, it is a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because it has no operations and nominal assets consisting almost entirely of cash.
On September 25, 2020, Aspirational consummated its initial public offering of its units, with each unit consisting of one Aspirational Class A ordinary share and one-third of one public warrant. In connection with the closing of the initial public offering and the underwriters partial exercise of their over-allotment option on October 2, 2020, Aspirational completed the private sale of 4,529,950 private placement warrants at a purchase price of $1.50 per private placement warrant, to Aspirational Consumer Lifestyle Sponsor LLC (the “Sponsor”) generating gross proceeds to us of $6,794,926. The private placement warrants are identical to the warrants sold as part of the units in Aspirational’s initial public offering except that, so long
 
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as they are held by the Sponsor or its permitted transferees: (i) they will not be redeemable by the Company; (ii) they (including the shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of Aspirational’s initial business combination; (iii) they may be exercised by the holders for cash or on a cashless basis; and (iv) they (including the shares issuable upon exercise of these warrants) are entitled to registration rights.
Following the closing of Aspirational’s initial public offering and the underwriters partial exercise of their over-allotment option, a total of $239,746,320 ($10.00 per unit) of the net proceeds from its initial public offering and the sale of the private placement warrants, including the underwriters partial exercise of their over-allotment option, was placed in the trust account established at the consummation of Aspirational’s initial public offering at J.P. Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee (the “trust account”). The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. As of March 31, 2021, funds in the trust account totaled $239,840,428. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination), (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend Aspirational’s Amended and Restated Memorandum and Articles of Association (as amended from time to time) (together, the “Cayman Constitutional Documents”) to modify the substance or timing of Aspirational’s obligation to redeem 100% of the public shares if it does not complete a business combination by September 25, 2022 and (iii) the redemption of all of the public shares if Aspirational is unable to complete a business combination by September 25, 2022, subject to applicable law.
The Aspirational units, Aspirational Class A ordinary shares and Aspirational warrants are currently listed on the NYSE under the symbols “ASPL.U,” “ASPL” and “ASPL WS,” respectively.
Aspirational’s principal executive office is located at 1 Kim Seng Promenade, #18-07/12 Great World City, Singapore 237994. Its telephone number is +65 6672 7605. Aspirational’s corporate website address is https://www.aspconsumer.com. Aspirational’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.
Merger Sub
KittyHawk Merger Sub LLC is a Delaware limited liability company, incorporated on January 29, 2021, and a wholly owned subsidiary of Aspirational. Merger Sub does not own any material assets or operate any business.
Blocker Sub
Wheels Up Blocker Sub LLC is a Delaware limited liability company, incorporated on January 29, 2021, and a wholly owned subsidiary of Aspirational. Blocker Sub does not own any material assets or operate any business.
Blocker Merger Subs
Each Blocker Merger Sub (as defined in the Merger Agreement) is a Delaware corporation, incorporated on January 29, 2021, and a wholly owned subsidiary of Aspirational. Each Blocker Merger Sub does not own any material assets or operate any business.
Blockers
The Blockers are corporate blocker entities formed by Delta and funds and accounts managed by Fidelity, T. Rowe Price Associates, Inc., Fidelity Research and Management and New Enterprise Associates 15, L.P., to hold their WUP preferred interests. The Blockers have no assets or liabilities other than liabilities related to their ownership of WUP preferred interests. The Blockers will cease to exist following the Business Combination as a result of the Blocker Mergers.
 
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WUP
WUP is a Delaware limited liability company formed on July 1, 2013. Its operating subsidiaries include, among others, Wheels Up Partners LLC, TMC, Avianis, WUPJ, Gama and Mountain Aviation. Its corporate headquarters is located at 601 West 26th Street, Suite 900, New York, New York 10001, its telephone number is 1-855-359-8760 and its internet address is www.wheelsup.com. The information on, or that can be accessed through, WUP’s website is not part of this proxy statement/prospectus. The website address is included as an inactive textual reference only.
WUP is the leading provider of “on demand” private aviation in the United States and one of the largest private aviation companies in the world. WUP is pioneering data and technology-driven solutions that connect consumers to safety-vetted and verified private aircraft. WUP’s comprehensive platform and proprietary technology are designed to bring efficiency and transparency to an industry that has been largely inefficient and opaque, making private aviation accessible to millions of flyers.
WUP’s offerings consist of a suite of products and services, that include multi-tiered membership programs, on-demand flights across all private aircraft cabin categories, aircraft management, retail and wholesale charter, aircraft sales, corporate flight solutions, special missions, signature events and experiences, and commercial travel benefits through WUP’s strategic partnership with Delta. WUP believes its diversified platform offers a solution for all market participants, from aircraft owners and operators to individual and corporate flyers with a wide range of flight needs.
Proposals to be Put to the Shareholders of Aspirational at the Extraordinary General Meeting
The following is a summary of the proposals to be put to the extraordinary general meeting of Aspirational and certain transactions contemplated by the Merger Agreement. Each of the proposals below, except the Adjournment Proposal, is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.
BCA Proposal
As discussed in this proxy statement/prospectus, Aspirational is asking its shareholders to approve by ordinary resolution and adopt the Merger Agreement, which is attached to this proxy statement/prospectus statement as Annex A and Annex A-I, pursuant to which, among other things, following the domestication of Aspirational as a corporation incorporated in the State of Delaware (the “Domestication”), (i) the Blockers will simultaneously merge with and into the respective Blocker Merger Subs, with the Blockers surviving each merger as wholly owned subsidiaries of Aspirational, (y) thereafter, the surviving Blockers will simultaneously merge with and into Blocker Sub, with Blocker Sub surviving each merger, and (z) thereafter, Merger Sub will merge with and into WUP, with WUP surviving the merger, with Aspirational as its managing member, in each case in accordance with the terms and subject to the conditions of the Merger Agreement, as more fully described elsewhere in this proxy statement/prospectus. After consideration of the factors identified and discussed in the section entitled “BCA Proposal — Aspirational’s Board of Directors’ Reasons for the Business Combination,” Aspirational’s board of directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for Aspirational’s initial public offering, including that the business of WUP and its subsidiaries had a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). For more information about the transactions contemplated by the Merger Agreement, see the section entitled “BCA Proposal.”
Aggregate Merger Consideration
As a result of and upon the Closing, among other things, (i) all issued and outstanding equity interests of each Blocker (other than any such interests held in treasury or owned by such Blocker) as of immediately prior to the First Step Blocker Effective Time will be cancelled and converted into the right to receive in the aggregate a number of shares of Wheels Up Class A common stock that is equal to the Exchange Ratio multiplied by the aggregate number of WUP preferred interests held by such Blocker as of immediately
 
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prior to the First Step Blocker Effective Time, and (ii) each outstanding WUP common interest and preferred interest (other than any WUP common interests subject to the WUP awards discussed below and the WUP preferred interests held by Blocker Sub as a result of the Second Step Blocker Mergers) immediately prior to the First Step Blocker Effective Time will be cancelled in exchange for the right to receive a number of shares of Wheels Up Class A common stock that is equal to the Exchange Ratio, which will, in the case of all shares described in clauses (i) and (ii), together with the shares of Wheels Up Class A common stock reserved in respect of the awards described immediately below, in the aggregate equal an aggregate merger consideration of $1,885,000,000, in addition to a number of shares of Wheels Up Class A common stock that may be issued post-Closing if WUP Options were to be cash exercised and due to the exchange of any WUP Profits Interests for shares of Wheels Up Class A common stock at a level above the intrinsic value of the profits interests immediately after Closing based on a reference price per share of Wheels Up Class A common stock of $10.00, plus any Earnout Shares.
In addition, as a result of the Closing, (i) each WUP Option that is outstanding immediately prior to the effective time of the Company Merger will be converted into the right to receive (as adjusted, including with respect to the applicable exercise price, based on the Exchange Ratio) an option related to the shares of Wheels Up Class A common stock, (ii) each WUP Profits Interest granted under any WUP incentive plan or granted directly in WUP that is outstanding immediately prior to the effective time of the Company Merger will be converted into the right to receive (as adjusted based on the Exchange Ratio and to maintain the intrinsic value of such award) an award of profits interests of Wheels Up, which, upon vesting and, for members of senior management, subject to the expiration of the Lock-Up Period, will be exchangeable for shares of Wheels Up Class A common stock, and (iii) each WUP Restricted Interest granted under any WUP incentive plan will be converted into an award of restricted shares of Wheels Up Class A common stock, with substantially the same vesting and termination-related provisions as such WUP Restricted Interest.
Further, as a result of the Closing, existing WUP equityholders will have the right to receive, including profits interests holders and restricted interest holders, but excluding option holders, through the issuance of Wheels Up EO Units that upon vesting may become exchangeable for, up to an aggregate of 9,000,000 additional shares of Wheels Up Class A common stock in three equal tranches which are issuable upon the achievement of share price thresholds for Wheels Up Class A common stock of $12.50, $15.00 and $17.50, respectively. For further details, see the section entitled “BCA Proposal — The Merger Agreement — Consideration — Aggregate Merger Consideration.”
Closing Conditions
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the shareholders of Aspirational and equityholders of WUP, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (which waiting period expired on March 18, 2021) and receipt of any other required regulatory approvals, (iv) receipt of approval for listing on the NYSE of the shares of Wheels Up Class A common stock to be issued in connection with the Mergers, (v) that Wheels Up have at least $5,000,001 of net tangible assets upon Closing and (vi) the absence of any injunctions.
In addition, another condition to Aspirational’s, Merger Sub’s, the Blocker Mergers Subs’ and Blocker Sub’s obligations to consummate the Mergers is the absence of a material adverse effect on WUP.
Other conditions to WUP’s obligations to consummate the Mergers include, among others, that as of the Closing, (i) the Domestication has been completed and (ii) the Trust Amount is at least equal to the Minimum Remaining Trust Amount.
If the Trust Amount is equal to or greater than $120 million, then the Minimum Trust Condition will be deemed to have been satisfied. This condition is for the sole benefit of WUP and is waivable by WUP. There is also a mutual condition that the PIPE Investment Amount be at least $360 million. If such conditions are not met, and such conditions are not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will Aspirational redeem public
 
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shares in an amount that would cause Wheels Up’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
For further details, see the section entitled “BCA Proposal — The Merger Agreement.
Domestication Proposal
As discussed in this proxy statement/prospectus, if the BCA Proposal is approved, then Aspirational will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Merger Agreement, the board of directors of Aspirational has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of Aspirational’s jurisdiction from the Cayman Islands to the State of Delaware. Accordingly, while Aspirational is currently governed by the Cayman Islands Companies Act, upon the Domestication, Wheels Up will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Cayman Constitutional Documents and the Proposed Organizational Documents. Accordingly, Aspirational encourages shareholders to carefully review the information in the section entitled “Comparison of Corporate Governance and Shareholder Rights.”
As a result of and upon the effective time of the Domestication, (i) each of the then issued and outstanding Aspirational Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of Wheels Up Class A common stock, (ii) each of the then issued and outstanding Aspirational Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Wheels Up Class A common stock, (iii) each of the then issued and outstanding Aspirational warrants will convert automatically into a Wheels Up warrant, pursuant to the Warrant Agreement, and (iv) each of the then issued and outstanding Aspirational units that have not been previously separated into the underlying Aspirational Class A ordinary shares and underlying Aspirational warrants upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Wheels Up Class A common stock and one-third of one Wheels Up warrant.
For further details, see the section entitled “Domestication Proposal.”
Organizational Documents Proposals
If the BCA Proposal and the Domestication Proposal are approved, Aspirational will ask its shareholders to approve by special resolution four separate proposals (collectively, the “Organizational Documents Proposals”) in connection with the replacement of the Cayman Constitutional Documents, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, under the DGCL. Aspirational’s board of directors has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of Wheels Up after the Business Combination. Approval of each of the Organizational Documents Proposals is a condition to the consummation of the Business Combination. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.
A.
Organizational Documents Proposal A — to authorize the change in the authorized capital stock of Aspirational from 500,000,000 Aspirational Class A ordinary shares, 50,000,000 Aspirational Class B ordinary shares and 5,000,000 Aspirational preferred shares to 2,500,000,000 shares of Wheels Up Class A common stock 25,000,000 shares of Wheels Up preferred stock;
B.
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 board of directors of Wheels Up and as may be permitted by the DGCL;
C.
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.
Organizational Documents Proposal D — to authorize all other changes in connection with the
 
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replacement of the Cayman Constitutional Documents with the proposed certificate of incorporation of Wheels Up (the “Proposed Certificate of Incorporation”) and the proposed bylaws of Wheels Up (the “Proposed Bylaws”) in connection with the consummation of the Business Combination (copies of which are attached to this 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.
The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents and Aspirational encourages shareholders to carefully review the information set out in the section entitled “Organizational Documents Proposals” and the full text of the Proposed Organizational Documents of Wheels Up.
Director Election Proposal
Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals the Stock Issuance Proposal and the Equity Incentive Plan Proposal are approved, Aspirational’s shareholders are also being asked to approve by ordinary resolution a proposal to elect 11 directors, who, upon consummation of the Business Combination, will be the directors of Wheels Up (the “Director Election Proposal”). For additional information on the proposed directors, see the section entitled “Director Election Proposal.
Stock Issuance Proposal
Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal and the Equity Incentive Plan Proposal are approved, Aspirational’s shareholders are also being asked 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 (i) the PIPE Investors pursuant to the PIPE Investment and (ii) the WUP equityholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”). For additional information, see the section entitled “Stock Issuance Proposal.
Equity Incentive Plan Proposal
Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are approved, Aspirational’s shareholders are also being asked to approve by ordinary resolution the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”), in order to comply with Section 312.03(a) of the NYSE Listed Company Manual and the Internal Revenue Code (the “Equity Incentive Plan Proposal” and, collectively with the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal, the “Condition Precedent Proposals”). For additional information, see the section entitled “Equity Incentive Plan Proposal.
Adjournment Proposal
If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize Aspirational to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved)), Aspirational’s board of directors may submit 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
 
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the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). For additional information, see the section entitled “Adjournment Proposal.
Aspirational’s Board of Directors’ Reasons for the Business Combination
Aspirational was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
In evaluating the Business Combination, the Aspirational board of directors consulted with Aspirational’s management and considered a number of factors. In particular, the Aspirational board of directors considered, among other things, the following factors, although not weighted or in any order of significance:

WUP’s Large and Expandable Addressable Market.   The Aspirational board of directors believes that the private aviation market is ripe for disruption due to a number of factors. The industry was worth approximately $31 billion in 2020 and, through WUP’s technology-driven platform and efforts to democratize private aviation, the Aspirational board of directors believes the industry can expand to $80 billion by 2025. Based on the number of flight hours flown in a year across all private aircraft, the average private aircraft generally sits idle 97% of the time, and the Aspirational board of directors believes that the shared economy will increase private aircraft asset utilization. As of 2020, experiences account for over 65% of individuals’ discretionary spending, and an estimated 90% of people who can afford to fly privately do not. The Aspirational board of directors believes that the growth in the experience economy will continue to increase consumer demand for private aviation and that the impact of the COVID-19 pandemic will increasingly validate private aviation as a smart means of travel as businesses and high-net-worth individuals emphasize wellness over cost.

WUP’s Trusted and Iconic Lifestyle Brand.   The Aspirational board of directors believes that WUP has built a trusted and iconic lifestyle brand through traditional and digital media, unique experiences and brand activation events. WUP has over 5 million website visits and 11 million page views. Through brand integrations, over 100 unique brand ambassadors and appearances on popular television shows, including HBO: Curb Your Enthusiam®, SHOWTIME: Billions® and ESPN: College Gameday®, the Aspirational board of directors believes WUP has positioned itself as the trusted leader in private aviation. WUP also has an 89.6% retention rate for members whose annual flight spend exceeded $25,000, and an over 90% retention rate for its highest spending members, and the Aspirational board of directors believes that WUP’s trusted brand and reputation for safety will continue to appeal to a diverse and growing consumer base.

WUP’s Technology-Driven Platform.   The Aspirational board of directors believes WUP has built the platform and technology to disrupt the private aviation industry by optimizing asset utilization for operators and increasing accessibility for consumers. The private aviation industry is highly fragmented with the top 87 operators representing 57% of the market and over 1,800 operators representing the balance of the industry capacity. The industry also consists of largely analog technological processes and an expensive broker network. WUP offers one of the industry’s largest and most diverse fleet of aircraft and is taking an asset-right approach, consisting of (i) owned and leased, (ii) managed and (iii) third-party network aircraft, to support the fulfillment of scaling demand. Further, the Aspirational board of directors believes WUP’s Avianis flight management system revolutionizes operators’ business through its cloud-based operating system and highly granular inventory management system. To meet the needs of the expanding consumer base, the Aspirational board of directors believes the Wheels Up App will provide an intuitive, powerful tool for managing customer experience, along with proprietary algorithms and data engines to benefit both operators and users. The Aspirational board of directors believes this technology-driven approach uniquely positions WUP as the most significant private aviation solution for both operators and consumers.

WUP’s Rapid Membership Growth and Expansive Future Opportunities.   WUP has a rapidly growing membership base with more than 9,200 Active Members as of December 31, 2020, which represents an approximately 44% compound annual growth rate over the last seven years. Membership revenue is highly visible through Prepaid Block sales and largely recurring given WUP’s approximately 80% Core and Business membership renewal rate. The Aspirational board of directors believes that the Wheels Up App and software-centric approach will enable efficient expansion of its customer
 
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base and a user-friendly experience. Further, the Aspirational board of directors believes that WUP is poised for expansion into new markets, including the Asian market, which represents the largest consumption growth arena in the world.

Experienced and Proven Management Team.   The Aspirational board of directors believes that WUP’s management team has extensive experience in key aspects of the aviation, technology, luxury and branding industries. WUP’s management team is led by its Founder and Chief Executive Officer, Kenny Dichter, who previously founded Marquis Jet, and also includes former officers, managers, or professionals of Cox Automotive, the U.S. Air Force, SFX, Coca Cola, Patrón and other industry leading brands. The Aspirational board of directors believes that under their leadership, WUP has built a private aviation company that empowers consumers to access and experience private aviation and has resulted in strong growth. The Aspirational board of directors expects that WUP’s executives will continue with the combined company following the Business Combination. For additional information regarding Wheels Up’s executive officers, see the section entitled “Management of Wheels Up Following the Business Combination — Executive Officers.”

Attractive Entry Valuation.   Wheels Up will have an anticipated initial post-transaction enterprise value of $2.091 billion, implying a 1.8x multiple of 2022 projected revenue. After the completion of the Business Combination, the majority of the net cash from Aspirational’s trust account and the PIPE Investment is expected to be held on Wheels Up’s consolidated balance sheet to fund operations and support new and existing growth initiatives.
For a more complete description of the Aspirational board of directors’ reasons for approving the Business Combination, including other factors and risks considered by the Aspirational board of directors, see the section entitled “BCA Proposal — Aspirational’s Board of Directors’ Reasons for the Business Combination.”
Related Agreements
This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see the section entitled “BCA Proposal — Related Agreements.”
Sponsor Support Agreement
In connection with the execution of the Merger Agreement, Aspirational entered into that certain Sponsor Support Agreement, dated as of February 1, 2021, by and among the Sponsor, Aspirational, each director of Aspirational holding Aspirational ordinary shares and WUP, as amended and modified from time to time, a copy of which is attached as Annex B to this proxy statement/prospectus (the “Sponsor Support Agreement”). Pursuant to the Sponsor Support Agreement, the Sponsor and each director of Aspirational holding Aspirational ordinary shares agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. For additional information, see the section entitled “BCA Proposal — Related Agreements — Sponsor Support Agreement.
WUP Holders Support Agreement
In connection with the execution of the Merger Agreement, Aspirational entered into a support agreement with WUP and certain WUP equityholders (the “Requisite WUP Equityholders”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex I (the “WUP Holders Support Agreement”). Pursuant to the WUP Holders Support Agreement, the Requisite WUP Equityholders agreed to, among other things, vote to adopt and approve, within 48 hours after the registration statement is declared effective and delivered or otherwise made available to stockholders, the Merger Agreement and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of the WUP Holders Support Agreement. The aggregate amount of WUP common interests and preferred interests that are owned by the Requisite WUP Equityholders and subject to the WUP Holders Support Agreement represent an amount of such types and classes sufficient to satisfy the approval requirements for the Mergers and other transactions contemplated by the Merger Agreement under WUP’s applicable
 
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governing documents. For additional information, see the section entitled “BCA Proposal — Related Agreements — WUP Holders Support Agreement.
Registration Rights Agreement
The Merger Agreement contemplates that, at the Closing, Wheels Up, the Sponsor, certain equityholders of WUP, Leo Austin, Neil Jacobs, Frank Newman and the other parties thereto will enter into an Amended and Restated Registration Rights Agreement, a copy of which is attached to this proxy statement/prospectus as Annex G (the “Registration Rights Agreement”), pursuant to which Wheels Up will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Wheels Up common stock and other equity securities of Wheels Up that are held by the parties thereto from time to time, subject to the restrictions on transfer therein. The Registration Rights Agreement amends and restates the registration rights agreement that was entered into by Aspirational, the Sponsor and the other parties thereto in connection with Aspiratonal’s initial public offering. For additional information, see the section entitled “BCA Proposal — Related Agreements — Registration Rights Agreement.
PIPE Subscription Agreements
In connection with the execution of the Merger Agreement, Aspirational entered into subscription agreements with the PIPE Investors (collectively, the “PIPE Subscription Agreements”), a copy of the form of which is attached to this proxy statement/prospectus as Annex H, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 55,000,000 shares of Wheels Up Class A common stock at $10.00 per share for an aggregate commitment amount of $550,000,000. The obligation of the parties to consummate the purchase and sale of the shares covered by the PIPE Subscription Agreements is conditioned upon (i) there not being in force any injunction or order enjoining or prohibiting the issuance and sale of the shares covered by the PIPE Subscription Agreement, (ii) there not being any amendment or modification of the terms of the Merger Agreement in a manner that is materially adverse to the PIPE Investor (in its capacity as such), (iii) a customary bringdown of the representations and warranties of the PIPE Investor and Aspirational in the PIPE Subscription Agreement, (iv) the prior or substantially concurrent consummation of the transactions contemplated by the Merger Agreement and (v) solely with respect to Aspirational’s obligation to close, the Investor executing an investor representation letter addressed to Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC. The closings under the PIPE Subscription Agreements will occur substantially concurrently with the Closing. For additional information, see the section entitled “BCA Proposal — Related Agreements — PIPE Subscription Agreements.
Delta Investor Rights Letter
On February 1, 2021, WUP, Aspirational and Delta entered into a letter agreement (the “Delta Investor Rights Letter”) providing Delta with certain governance rights relating to Wheels Up post-Closing. The Delta Investor Rights Letter becomes effective upon the Closing. Pursuant to the Delta Investor Rights Letter, subject to certain conditions, Delta is entitled to designate two members of Wheels Up’s board of directors at Closing, and to thereafter nominate (and if such director is not elected, to appoint, subject to certain limitations) two directors to Wheels Up’s board of directors, with one such individual to serve as a Class I director and the other to serve as a Class III director. Directors designated by Delta will not receive any compensation for their service as directors. Eric Phillips and Erik Snell are Delta’s director designees under the Delta Investor Rights Letter to serve as of Closing. If Delta ceases to own at least 50% of the shares of Wheels Up common stock that it owns as of the Closing, Delta will no longer have the right to nominate (or appoint, if applicable) one such director. If Delta ceases to own at least 25% of the shares of Common Stock that it owns as of the Closing, Delta will no longer have any nomination (or appointment) rights. WUP and Aspirational have agreed that, following the Closing, for so long as Delta continues to own at least 25% of the shares of Wheels Up common stock that it owns as of the Closing or has a designated representative serving on the Wheels Up board of directors, Wheels Up will not, without the consent of Delta, issue any equity or equity-linked securities to certain domestic commercial air carriers or any of their respective subsidiaries or parent entities. WUP and Aspirational have also agreed that, following the Closing, for so long as Delta continues to own at least 25% of the shares of Wheels Up common stock that it owns as of the Closing, Wheels Up will consult with Delta in hiring or terminating the employment of certain senior employees with responsibility for flight operations, safety, maintenance and quality control.
 
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If Wheels Up’s strategic partnership agreement with Delta is terminated by either party in accordance with its terms, Delta’s right to nominate (or appoint, if applicable) a second director, if applicable, and the right to consult with Wheels Up on the hiring and termination of certain employees with responsibility for flight operations, safety, maintenance and quality control will also terminate.
Seventh Amended and Restated Limited Liability Company Agreement of the Surviving Entity
The Merger Agreement contemplates that, at the Closing, the existing limited liability company agreement of WUP will be amended and restated in the form of Seventh Amended and Restated Limited Liability Company Agreement attached to this proxy statement/prospectus as Annex J (the “A&R LLCA”). Under the A&R LLCA, the outstanding equity interests of WUP will consist of the following four classes of units: (i) a single class of common units that will be held by Wheels Up and Blocker Sub in an aggregate number equal to the aggregate number of shares of Wheels Up Class A common stock that is outstanding from time to time, (ii) a single class of profits interests units (“Wheels Up PI Units”), all of which will be held by Wheels Up MIP LLC, will be subdivided into separate series designations which correspond to the respective series designations of WUP Profits Interests issued and outstanding as of immediately prior to the Effective Time and will be subject to substantially the same terms and conditions as were applicable to the corresponding WUP Profits Interests Awards immediately prior to the Effective Time, and (iii) a single class of restricted units (“Wheels Up EO Units”), which will be held by Wheels Up MIP LLC and Wheels Up MIP RI LLC, and correspond to the pro rata amount of Earnout Shares that correspond to the holders of WUP Profits Interest Awards and WUP Restricted Interest Awards based on the number of such awards relative to the total outstanding interests of WUP as of immediately prior to the Effective Time, and subject to the same terms and conditions upon issuance as are applicable to the corresponding WUP Profits Interest Awards and WUP Restricted Interest Awards, respectively.
Pursuant to the terms and conditions of the operating agreements of Wheels Up MIP LLC and Wheels Up MIP RI LLC, the members of Wheels Up MIP LLC and Wheels Up MIP RI LLC may redeem their vested profits interests and EO interests in such entity, as applicable, for the vested Wheels Up PI Units and/or Wheels Up EO Units held by such entity corresponding thereto (such right, the “redemption right”). In accordance with the terms of the A&R LLCA, vested Wheels Up PI Units and Wheels Up EO Units will be exchangeable by its holder for shares of Wheels Up Class A common stock as follows (each, an “exchange right”): (i) each vested Wheels Up PI Unit will be exchangeable for a number of shares of Wheels Up Class A common stock having an aggregate value equal to the intrinsic value of such Wheels Up PI Unit as of such date, which intrinsic value equals the then-current value of the Class A common stock less the hurdle amount per share for the particular Wheels Up PI Unit and (ii) each vested Wheels Up EO Unit will be exchangeable for its pro rata portion of the applicable Earnout Shares to which such Wheels Up EO Units relates, after giving effect to any forfeiture or cancellation of Wheels Up PI Units and restricted shares of Wheels Up Class A common stock issued in exchange for WUP Restricted Interests through the date the applicable Earnout Shares vested and become issuable to the WUP equityholders, unless, in each case, Wheels Up elects to exercise a right to instead pay an amount in cash to exchanging WUP award holders equal to the value of the Wheels Up Class A common stock that would otherwise have been delivered upon consummation of the applicable exchange. On the tenth anniversary of the Closing, all vested Wheels Up PI Units will be exchanged for Wheels Up Class A common stock, to the extent not previously exchanged.
Organizational Structure
The following diagrams illustrate, in a simplified form, the ownership structure of WUP and Aspirational, respectively, as of the date of this proxy statement/prospectus.
Pre-Closing Aspirational Organizational Structure
[MISSING IMAGE: tm215741d1-fc_organiza1bw.jpg]
 
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Pre-Closing WUP Organizational Structure
[MISSING IMAGE: tm215741d1-fc_organiza2bw.jpg]
The following diagram illustrates, in a simplified form, the ownership structure of Wheels Up immediately following consummation of the Business Combination. See the section entitled “Summary — Ownership of Wheels Up Following Business Combination.”
[MISSING IMAGE: tm215741d4-fc_organiza3bwlr.jpg]
*
Indicates the percentage of outstanding shares of Wheels Up Class A common stock owned following the consummation of the Business Combination, assuming no redemptions.
**
Indicates the percentage of outstanding shares of Wheels Up Class A common stock owned following the consummation of the Business Combination, assuming redemptions of 11,984,042 public shares of Aspirational in connection with the Business Combination at approximately $10.00 per share based on the trust account balance as of March 31, 2021. The actual amount of redemptions could exceed the 11,984,042 public share redemption scenario presented herein.
As shown above, following the consummation of the Business Combination, Wheels Up will incorporate an “Up-C” structure, which is sometimes used by partnerships and limited liability companies when they go
 
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public. Our use of such structure is limited only to the extent necessary to allow the continuation of the Wheels Up Profits Interests Awards in their current form rather than having them convert into shares of Wheels Up Class A common stock based on their intrinsic value in the Business Combination, as would have been necessary in the absence of such a structure. Wheels Up expects to benefit from the implementation and continuation of such structure both from the perspective of the performance incentive component the continuation of the WUP Profits Interests Awards in such form will have for applicable management members, and also from the tax benefits that will be derived from such a structure, all of which are being retained by Wheels Up. We do not believe that our Up-C organizational structure will give rise to any significant business or strategic benefit or detriment to us.
Ownership of Wheels Up Following Business Combination
As of the date of this proxy statement/prospectus, there are 29,968,290 ordinary shares issued and outstanding, which includes the 5,993,658 founder shares held by the Sponsor (including Aspirational’s independent directors) and the 23,974,632 public shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 12,521,494 warrants, which includes the 4,529,950 private placement warrants held by the Sponsor and the 7,991,544 public warrants. Each whole warrant entitles the holder thereof to purchase one Aspirational Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Wheels Up Class A common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the Aspirational fully diluted share capital would be 42,489,784.
It is anticipated that, following the Business Combination, (1) Aspirational’s public shareholders are expected to own approximately 8.8% of the outstanding Wheels Up Class A common stock, (2) WUP equityholders (without taking into account any public shares held by WUP equityholders prior to the consummation of the Business Combination or participation in the PIPE Investment) are expected to own approximately 68.9% of the outstanding Wheels Up common stock, (3) the Sponsor and related parties (including the independent directors of Aspirational) are expected to collectively own approximately 2.2% of the outstanding Wheels Up common stock and (4) the PIPE Investors are expected to own approximately 20.1% of the outstanding Wheels Up common stock. These percentages assume, as of immediately after the Business Combination, (i) none of Aspirational’s current public shareholders exercise their redemption rights in connection with the Business Combination, (ii) (A) the conversion of all WUP Restricted Interests into an award of restricted shares of Wheels Up Class A common stock, with substantially the same vesting and termination-related provisions as the WUP Restricted Interests, (B) the vesting and cashless net-exercise of all Wheels Up Options for shares of Wheels Up Class A common stock at a price per share of Wheels Up Class A common stock of $10.00, (C) the vesting and exchange of all WUP Profits Interests for shares of Wheels Up Class A common stock on the basis of a price per share of Wheels Up Class A common stock of $10.00 and (D) the issuance of shares of Wheels Up Class A common stock as the Merger Consideration pursuant to the Merger Agreement, which, in the case of all shares described in clauses (A)-(D) hereof, in the aggregate equal 188,500,000 shares of Wheels Up Class A common stock, and (iii) Wheels Up issues 55,000,000 shares of Wheels Up Class A common stock to the PIPE Investors pursuant to the PIPE Investment. Such percentages exclude the possible future issuance of any Wheels Up Class A common stock as earnout shares and in connection with the exercise of any Wheels Up warrants. If the actual facts are different from these assumptions, including if Wheels Up Options are cash exercised, or if due to appreciation of Wheels Up Class A common stock following the Business Combination, WUP Profits Interests become exchangeable for a greater amount of shares of Wheels Up Class A common stock, the percentage ownership retained by WUP’s existing shareholders in the combined company will be different. Assuming that all Wheels Up Options are cash exercised and assuming that all WUP Profits Interests were exchanged for shares of Wheels Up Class A common stock without regard to any hurdle amounts, an additional 30,496,210 shares of Wheels Up Class A common stock could be issued. Certain WUP equityholders are also PIPE Investors.
 
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The following table illustrates varying ownership levels in Wheels Up immediately following the consummation of the Business Combination based on the assumptions above.
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%
(1)
Assumes redemptions of 11,984,042 public shares of Aspirational in connection with the Business Combination at approximately $10.00 per share based on the trust account balance as of March 31, 2021. The actual amount of redemptions could exceed the 11,984,042 public share redemption scenario presented herein.
(2)
Includes 173,686,319 shares expected to be issued to existing holders of WUP common interests, WUP preferred interests and WUP Restricted Interests, 4,057,729 shares underlying the Wheels Up Options that are included as part of the consideration assuming a cashless net-exercise of all Wheels Up Options for shares of Wheels Up Class A common stock at a reference price per share of Wheels Up Class A common stock of $10.00, and 10,755,952 shares underlying the Wheels Up PI Units assuming such units convert at their intrinsic value to shares immediately after the Business Combination at a reference price per share of Wheels Up Class A common stock of $10.00. Excludes the 9,000,000 Earnout Shares, shares that could be issued upon a cash exercise of Wheels Up Options and additional shares issued in respect of Wheels Up PI Units due to appreciation of Wheels Up Class A common stock following the Business Combination. Such additional shares would further increase the common stock ownership percentage of the WUP equityholders and would dilute the share ownership of all other Wheels Up shareholders.
(3)
Includes 75,000 shares held by the independent directors of Aspirational.
For further details, see the section entitled “BCA Proposal — The Merger Agreement” and “Selected Unaudited Pro Forma Condensed Combined Financial Information.”
Date, Time and Place of Extraordinary General Meeting of Aspirational’s Shareholders
The extraordinary general meeting of the shareholders of Aspirational will be held at           , Eastern Time, on           , 2021, at                 , or virtually via live webcast at https://www.cstproxy.com/aspconsumer/sm2021, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved.
Voting Power; Record Date
Aspirational shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on May 24, 2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are
 
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properly counted. Aspirational warrants do not have voting rights. As of the close of business on the record date, there were 29,968,290 ordinary shares issued and outstanding, of which 23,974,632 were issued and outstanding public shares.
Quorum and Vote of Aspirational Shareholders
A quorum of Aspirational shareholders is necessary to hold a valid meeting. A quorum will be present at the Aspirational extraordinary general meeting if a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or virtually or by proxy. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. Broker non-votes will not be considered present for purposes of establishing a quorum, as we believe all proposals presented to the shareholders will be considered non-discretionary, and will not count as votes cast at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 14,984,146 ordinary shares would be required to achieve a quorum.
The Sponsor has agreed to vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor (including Aspirational’s independent directors) owns 20% of the issued and outstanding ordinary shares.
The proposals presented at the extraordinary general meeting require the following votes:
(i)
BCA Proposal:   The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(ii)
Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(iii)
Organizational Documents Proposals:   The separate approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(iv)
Director Election Proposal:   The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(v)
Stock Issuance Proposal:   The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(vi)
Equity Incentive Plan Proposal:   The approval of the Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
(viii)
Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.
Redemption Rights
Pursuant to the Cayman Constitutional Documents, a public shareholder may request of Aspirational that Wheels Up redeem all or a portion of its public shares for cash if the Business Combination is
 
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consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Continental, Aspirational’s transfer agent, that Wheels Up redeem all or a portion of your public shares for cash; and
(iii)
deliver your public shares to Continental, Aspirational’s transfer agent, physically or electronically through DTC.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to           , Eastern Time, on                 , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Aspirational’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Aspirational’s transfer agent, Wheels Up will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Wheels Up Class A common stock that will be redeemed immediately after consummation of the Business Combination. See the section entitled “Extraordinary General Meeting of Aspirational — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each director of Aspirational holding Aspirational ordinary shares have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor (including Aspirational’s independent directors) owns 20% of the issued and outstanding ordinary shares.
Holders of the warrants will not have redemption rights with respect to the warrants.
Appraisal Rights
Neither Aspirational shareholders nor Aspirational warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
 
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Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Aspirational has engaged Morrow to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Aspirational — Revoking Your Proxy.”
Interests of Aspirational’s Directors and Executive Officers in the Business Combination
When you consider the recommendation of Aspirational’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that the Sponsor and Aspirational’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of Aspirational shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

Prior to Aspirational’s initial public offering, the Sponsor purchased 6,468,750 Aspirational Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.004 per share, and transferred 25,000 of such shares to each of Leo Austin, Neil Jacobs and Frank Newman at their original per share purchase price. On October 2, 2020, as a result of the underwriters’ election to partially exercise their over-allotment option, 475,092 Aspirational Class B ordinary shares were forfeited, resulting in an aggregate of 5,993,658 Aspirational Class B ordinary shares issued and outstanding. If Aspirational does not consummate a business combination by September 25, 2022 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 5,993,658 Aspirational Class B ordinary shares collectively owned by the Sponsor and three members of Aspirational’s board of directors (Leo Austin, Neil Jacobs and Frank Newman) would be worthless because following the redemption of the public shares, Aspirational would likely have few, if any, net assets and because the Sponsor and Aspirational’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any Aspirational Class A ordinary shares and Aspirational Class B ordinary shares held by it or them, as applicable, if Aspirational fails to complete a business combination within the required period. Additionally, in such event, the 4,333,333 private placement warrants purchased by the Sponsor simultaneously with the consummation of Aspirational’s initial public offering and the additional 196,617 private placement warrants purchased by the Sponsor on October 2, 2020 in connection with the underwriters’ election to partially exercise their over-allotment option, which were purchased for an aggregate purchase price of $6.8 million, will also expire worthless. Certain of Aspirational’s directors and executive officers also have a direct or indirect economic interest in such private placement warrants and in the 5,993,658 Aspirational Class B ordinary shares owned by the Sponsor. The 5,993,658 shares of Wheels Up Class A common stock into which the 5,993,658 Aspirational Class B ordinary shares collectively held by the Sponsor and Messrs. Austin, Jacobs and Newman will automatically convert in connection with the Mergers (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $59,876,643 based upon the closing price of $9.99 per public share on the NYSE on May 24, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such shares of Wheels Up Class A common stock will be subject to certain restrictions, including those described above, Aspirational believes such shares have less value. The 4,529,950 Wheels Up warrants into which the 4,529,950 private placement warrants held by the Sponsor will automatically convert in connection with the Mergers (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $6,568,428 based upon the closing price of $1.45 per public warrant on the NYSE on May 24, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus.
 
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The Sponsor (including its representatives and affiliates) and Aspirational’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Aspirational. For example, Mr. Thakran, Mr. Bedingham and Ms. Myers, each of whom serves as an officer and/or director of Aspirational and/or may be considered an affiliate of the Sponsor, as applicable, have recently incorporated Aspirational Consumer Lifestyle Corp. II (“ASPL II”), a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting an initial business combination. Mr. Thakran is the Chairman of the Board of Directors and Chief Executive Officer of ASPL II, Mr. Bedingham is the Vice Chairman of the Board of Directors of ASPL II and Ms. Myers is the Co-President of ASPL II, and each owes fiduciary duties to ASPL II under Cayman Islands Companies Act. The Sponsor and Aspirational’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Aspirational completing its initial business combination. Moreover, certain of Aspirational’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. Aspirational’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to Aspirational, and the other entities to which they owe certain fiduciary or contractual duties, including ASPL II. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Aspirational’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Aspirational, subject to applicable fiduciary duties under Cayman Islands Companies Act. Aspirational’s Cayman Constitutional Documents provide that Aspirational renounces its interest in any corporate opportunity offered to any director or officer of Aspirational unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Aspirational and it is an opportunity that Aspirational is able to complete on a reasonable basis.

Aspirational’s existing directors and officers will be eligible for continued indemnification and continued coverage under Aspirational’s directors’ and officers’ liability insurance after the Mergers and pursuant to the Merger Agreement.

In the event that Aspirational fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, Aspirational will be required to provide for payment of claims of creditors that were not waived that may be brought against Aspirational within the ten years following such redemption. In order to protect the amounts held in Aspirational’s trust account, the Sponsor has agreed that it will be liable to Aspirational if and to the extent any claims by a third party (other than Aspirational’s independent auditors) for services rendered or products sold to Aspirational, or a prospective target business with which Aspirational has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of Aspirational’s initial public offering against certain liabilities, including liabilities under the Securities Act.

In connection with Aspirational’s initial public offering and the Business Combination, Connaught (UK) Limited acted as a financial advisor to Aspirational. Connaught (UK) Limited is an affiliate of an indirect minority member of the Sponsor but is not an affiliate of Aspirational or the Sponsor or any of their respective directors or officers.

Parties related to our Sponsor and certain of our officers and directors have advanced funds to us for working capital purposes, including $250,000 as of April 30, 2021. These outstanding advances have been documented in (i) the promissory note, dated as of March 8, 2021, issued by Aspirational to the Sponsor, pursuant to which Aspirational borrowed an aggregate principal amount of $100,000 from the Sponsor, and (ii) the promissory note, dated as of April 30, 2021, issued by Aspirational to the Sponsor, pursuant to which Aspirational borrowed an aggregate principal amount of $150,000
 
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from the Sponsor. The Promissory Notes will bear interest at a rate equal to 2.75% per annum and are unsecured and due and payable in full on the earlier of September 25, 2022 and the date Aspirational consummates its initial business combination. If we do not complete our initial business combination within the required period, we may use a portion of our working capital held outside the trust account to repay such advances and any other working capital advances made to us, but no proceeds held in the trust account would be used to repay such advances and any other working capital advances made to us, and such related party may not be able to recover the value it has loaned us and any other working capital advances it may make.

Aspirational’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Aspirational’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Aspirational fails to consummate a business combination by September 25, 2022, they will not have any claim against the trust account for reimbursement. Aspirational’s officers and directors, and their affiliates, expect to incur (or guaranty) approximately $20.5 million of transaction expenses (excluding the deferred underwriting commissions of $8.4 million being held in the trust account as of March 31, 2021). Accordingly, Aspirational may not be able to reimburse these expenses if the Business Combination or another business combination, is not completed by such date.

Pursuant to the Registration Rights Agreement, the Sponsor and Aspirational’s independent directors will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Wheels Up Class A common stock and warrants held by such parties following the consummation of the Business Combination.

The Proposed Certificate of Incorporation does not contain a provision expressly electing that Wheels Up will not be governed by Section 203 (Delaware’s “interested stockholder” statute) of the DGCL, and therefore, Wheels Up will be subject to Section 203 of the DGCL.
The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, each of the Sponsor and the directors holding Aspirational ordinary shares has agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor (including Aspirational’s independent directors) owns 20% of the issued and outstanding ordinary shares of Aspirational.
At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing equityholders of WUP or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Aspirational’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing equityholders of WUP or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (x) increase the likelihood of approving the Condition Precedent Proposals and (y) limit the number of public shares electing to redeem, including to satisfy any redemption threshold.
Entering into any such arrangements may have a depressive effect on Aspirational’s ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the
 
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Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. Aspirational will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of one or more of Aspirational’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Aspirational and its shareholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Aspirational’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposals — Interests of Aspirational’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Interests of WUP’s Directors and Officers in the Business Combination
WUP’s executive officers and directors may have interests in the Business Combination that are different from, or in addition to, the interests of Aspirational’s shareholders and warrant holders and of WUP’s equityholders generally. The members of the WUP board of directors were aware of and considered these interests to the extent that such interests existed at the time, among other matters, when they approved the Merger Agreement. These interests include, among other things, the following:

Some of the executive officers and directors of WUP have received options to purchase WUP common interests, WUP profits interests and WUP restricted interests. These options, profits interests and restricted interests will be treated as set forth elsewhere in this proxy statement/prospectus. See “BCA Proposal — The Merger Agreement — Consideration — Treatment of WUP Options, Profits Interests and Restricted Interests” for additional information.

The WUP board of directors has determined to partially accelerate the service-based vesting of all equity incentive awards that are outstanding under the Wheels Up Partners Holdings LLC Option Plan and the Wheels Up Partners Holdings LLC Equity Incentive Plans (including options to purchase WUP common interests, WUP profits interests and WUP restricted interests) as of immediately prior to the Effective Time.

Each service-based vesting tranche (excluding the “second vesting sub-condition” applicable to the WUP Restricted Interest Awards) will be rolled forward by that number of days from and including the Closing Date and October 31, 2022. As a result of this vesting acceleration, the applicable service-based vesting conditions (other than the “second vesting sub-condition” applicable to the WUP Restricted Interest Awards) that would otherwise have been deemed satisfied on or before October 31, 2022, will be deemed satisfied as of immediately prior to the Effective Time of the Business Combination. This partial acceleration would apply to all outstanding equity incentive awards, including those held by WUP’s directors and executive officers. See “BCA Proposal — Interests of WUP’s Directors and Officers in the Business Combination.

WUP intends to forgive an outstanding loan with a principal amount of $5,000,000 made to Mr. Dichter, WUP’s founder and chief executive officer.

WUP’s directors and executive officers are entitled to continued indemnification and directors’ and officers’ liability insurance coverage under the Merger Agreement.

Certain of WUP’s directors have subscribed for shares of Wheels Up Class A common stock in connection with the PIPE Investment. For additional information, see “BCA Proposal — Related Agreements — PIPE Subscription Agreements.”
See the section entitled “BCA Proposal — Interests of WUP’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
 
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Recommendation to Shareholders of Aspirational
Aspirational’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Aspirational’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Equity Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.
The existence of financial and personal interests of one or more of Aspirational’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Aspirational and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Aspirational’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of Aspirational’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Sources and Use of Funds for the Business Combination
The following table summarizes the sources and uses for funding the Business Combination. These figures assume that no public shareholders exercise their redemption rights in connection with the Business Combination. If the actual facts are different from these assumptions, the below figures will be different.
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
(1)
Calculated as of March 31, 2021.
(2)
Shares issued in the PIPE Investment are at a deemed value of $10.00 per share.
(3)
Includes deferred underwriting commission of $8.4 million, estimated transaction expenses of $58.4 million and accrued offering costs of $0.4 million.
U.S. Federal Income Tax Considerations
For a discussion summarizing the U.S. federal income tax considerations of the Domestication and exercise of redemption rights, see the section entitled “U.S. Federal Income Tax Considerations.”
Expected Accounting Treatment
The Domestication
There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Aspirational as a result of the Domestication. The business, capitalization, assets and liabilities and consolidated financial statements of Wheels Up immediately following the Domestication will be the same as those of Aspirational immediately prior to the Domestication.
The Business Combination
We expect the Business Combination to be accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in ASC 805, Aspirational is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is expected to be reflected as the equivalent of WUP issuing stock for the net assets of Aspirational, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. For financial reporting purposes, WUP will be presented as the predecessor to Aspirational.
 
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Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder by the FTC certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On February 16, 2021, Aspirational and WUP filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination. The HSR Act waiting period expired on March 18, 2021.
At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Aspirational cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Aspirational cannot assure you as to its result.
Neither Aspirational nor WUP is aware of any material regulatory approvals or actions required by regulatory authorities for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions is required, such approvals or actions will be sought. There can be no assurance, however, that any approvals or actions, including any such additional approvals or actions will be obtained.
Emerging Growth Company
Aspirational is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Aspirational’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Aspirational has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Aspirational, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Aspirational’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (A) following the fifth anniversary of the closing of Aspirational’s initial public offering, (B) in which we have total annual gross revenue of at least $1.07 billion or (C) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million
 
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as of the end of the prior fiscal year’s second fiscal quarter; and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Risk Factors
In evaluating the proposals to be presented at the Aspirational extraordinary general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”
These risk factors include, but are not limited to, the following:

WUP may not be able to successfully implement its growth strategies.

WUP has a limited operating history and history of net losses, and it anticipates that it will experience net losses for the foreseeable future.

WUP’s operating results are expected to be difficult to predict based on a number of factors that also will affect WUP’s long-term performance.

WUP may not be able to grow its complementary products and service offerings through opportunistic acquisitions or otherwise as part of its growth strategy. Any failure to adequately integrate past and future acquisitions into WUP’s business could have a material adverse effect on it.

WUP is exposed to the risk of a decrease in demand for private aviation services.

The outbreak and global spread of COVID-19 has adversely impacted certain aspects of WUP’s business. The duration and severity of the COVID-19 pandemic, and similar public health threats that WUP may face in the future, could result in additional adverse effects on WUP’s business, operating results, financial condition and liquidity.

WUP is subject to certain restrictions on its business as a result of its participation in governmental programs under the CARES Act.

Delta may have the right to terminate its commercial agreements with WUP.

The supply of pilots to the airline industry is limited and may negatively affect WUP’s operations and financial condition. Increases in WUP’s labor costs, which constitute a substantial portion of its total operating costs, may adversely affect WUP’s business, results of operations and financial condition.

WUP may be subject to unionization, work stoppages, slowdowns or increased labor costs and the unionization of WUP’s pilots and inflight crewmembers could result in increased labor costs.

Significant increases in fuel costs could have a material adverse effect on WUP’s business, financial condition and results of operations.

Some of WUP’s business is dependent on its third-party operators to provide flights for WUP’s customers. If such third-party operators do not perform adequately or terminate their relationships with WUP, WUP’s costs may increase and its business, financial condition and results of operations could be adversely affected.

If WUP’s efforts to continue to build its strong brand identity and improve member satisfaction and loyalty are not successful, WUP may not be able to attract or retain members, and WUP’s operating results may be adversely affected.

Any failure to offer high-quality customer support may harm WUP’s relationships with its customers and could adversely affect WUP’s reputation, brand, business, financial condition and results of operations.

If WUP is unable to adequately protect its intellectual property interests or are found to be infringing on intellectual property interests of others, WUP may incur significant expense and its business may be adversely affected.
 
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A delay or failure to identify and devise, invest in and implement certain important technology, business, and other initiatives could have a material impact on WUP’s business, financial condition and results of operations.

A failure in WUP’s technology or breaches of the security of WUP’s information technology infrastructure may adversely affect WUP’s business and financial condition and disrupt WUP’s customers’ businesses.

WUP’s obligations in connection with its indebtedness and other contractual obligations could impair its liquidity and thereby harm its business, results of operations and financial condition.

WUP is required to comply with certain ongoing financial and other covenants under certain credit facilities and leases, and if WUP fails to meet those covenants or otherwise suffers a default thereunder, WUP’s lenders and lessors may accelerate the payment of such obligations.

WUP’s ability to obtain financing or access capital markets may be limited.

WUP could suffer losses and adverse publicity stemming from any accident involving its aircraft models operated by WUP or third parties.

Terrorist activities or warnings have dramatically impacted the aviation industry and will likely continue to do so.

WUP is subject to significant governmental regulation.

WUP is subject to various environmental and noise laws and regulations, which could have a material adverse effect on WUP’s business, results of operations and financial condition.

Wheels Up’s Proposed Organizational Documents includes provisions limiting voting by non-U.S. Citizens.

Neither the Aspirational board of directors nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination.

Since the Sponsor and Aspirational’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of its shareholders, a conflict of interest may have existed in determining whether the Business Combination with WUP is appropriate as its initial business combination. Such interests include that Sponsor will lose its entire investment in Aspirational if its business combination is not completed.

The public shareholders will experience immediate dilution as a consequence of the issuance of Wheels Up Class A common stock as consideration in the Business Combination and the PIPE Investment, due to future issuances pursuant to the 2021 Plan, as part of the Earnout Shares, due to the cash exercise WUP Options and due to the exchange of any WUP Profits Interests for shares of Wheels Up Class A common stock at a level above the intrinsic value of the profits interests immediately after Closing. Having a minority share position may reduce the influence that Aspirational current stockholders have on the management of Wheels Up.
 
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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transaction contemplated by the Merger Agreement. The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in ASC Topic 805, Aspirational is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is expected to be reflected as the equivalent of WUP issuing stock for the net assets of Aspirational, accompanied by a recapitalization whereby no goodwill or intangible assets are recorded. For financial reporting purposes, WUP will be presented as the predecessor to Aspirational. The summary unaudited pro forma condensed combined balance sheet data as of March 31, 2021 gives effect to the Business Combination as if it had occurred on March 31, 2021. The summary unaudited pro forma condensed combined statements of operations data for the three months ended March 31, 2021 and for the year ended December 31, 2020 gives effect to the Business Combination as if it had occurred on January 1, 2020.
The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the post-combination company appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of Aspirational and WUP for the applicable periods included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what the post-combination company’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of the post-combination company.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by Aspirational’s public shareholders of shares of Aspirational Class A ordinary shares for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account:

Assuming No Redemption:   This presentation assumes that no public shareholders of Aspirational exercise redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.

Assuming Maximum Redemption:   This presentation assumes 11,984,042 of the public shares are redeemed for their pro rata share of the funds in Aspirational’s trust account. This scenario gives effect to Aspirational’s public shareholder redemptions of 11,984,042 shares for aggregate redemption payments of $119.8 million and is based on the Minimum Trust Condition that Aspirational will have a minimum of  $120.0 million in cash comprising the cash held in the trust account after giving effect to Aspirational public shareholder redemptions (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of WUP or Aspirational) at or prior to the Closing Date. The Minimum Trust Condition is waivable by WUP, and if so, waived by WUP, the maximum amount of redemptions could exceed the 11,984,042 public share redemption scenario presented herein.
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Three Months Ended March 31, 2021 (in thousands, except share and per share amounts):
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)
 
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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
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Year Ended December 31, 2020 (in thousands, except share and per share amounts):
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
(1)
Excludes (i) 10,755,592 shares of Wheels Up Class A common stock for which the vested and unvested Wheels Up PI Units (into which the WUP Profits Interests will be converted in the Business Combination) will be exchanged, on an as exchanged basis, at a reference price per share of Wheels Up Class A common stock of $10.00 and (ii) 4,662,376 restricted shares of Wheels Up Class A common stock into which the WUP Restricted Interests will be converted upon consummation of the Business Combination. The Wheels Up PI Units and restricted shares of Wheels Up Class A common stock will not represent, for accounting purposes, issued and outstanding shares of Wheels Up Class A common stock until, in the case of the Wheels Up PI Units, such units are exchanged for shares of Wheels Up Class A common stock and, in the case of the restricted shares of Wheels Up Class A common stock, such shares are no longer subject to vesting restrictions. As such, the WUP Profits Interests and the restricted shares of Wheels Up Class A common stock into which the WUP Restricted Interests will be converted upon consummation of the Business Combination were excluded from the calculation of combined pro forma net loss per share.
(2)
Excludes the impact of vested and unvested WUP Options that will be converted into options to purchase 16,267,386 shares of Wheels Up Class A common stock as part of the Business Combination, and which would be exercisable for 4,057,729 shares of Wheels Up Class A common stock on a cashless basis assuming a reference price per share of Wheels Up Class A common stock of $10.00. The shares underlying these WUP Options will not represent legally issued and outstanding shares of Wheels Up Class A common stock until such options (as converted after the Business Combination) are exercised. As such, these underlying shares were excluded from the calculation of combined pro forma net loss per share.
(3)
For the purposes of applying the treasury stock method for calculating pro forma diluted net loss per share, it was assumed that all 12,521,494 outstanding warrants sold in the initial public offering and the private placement are exchanged for Class A Wheels Up common stock. However, since this results in anti-dilution, the effect of such exchange was not included in the calculation of combined pro forma diluted net loss per share.
 
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(4)
The combined pro forma net loss per share excludes the impact of Earnout Shares, as the vesting conditions for Earnout Shares have not been met. Additionally, the inclusion of Earnout Shares would have been anti-dilutive; thus, the effect was not included in the calculation of combined pro forma diluted net loss per share.
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of March 31, 2021 (in thousands):
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
(1)
Includes WUP Profits Interests after conversion into Wheels Up PI Units initially held by Wheels Up MIP LLC, regardless of whether all such WUP Profits Interests are vested as of the Closing. Does not include the 4,662,376 restricted shares of Wheels Up Class A common stock to be issued to the holders of WUP Restricted Interests upon their conversion at the Closing, as these are not vested at the Closing. Each holder of WUP Profits Interests Awards will have the right, following a distribution to such holder of the applicable Wheels Up PI Unit to exchange fully vested Wheels Up PI Units for Wheels Up Class A common stock on a value for value basis. The outstanding Wheels Up PI Units represent 10,755,952 shares of Wheels Up Class A common stock on an as-exchanged basis, using a reference price per share of Wheels Up Class A common stock of $10.00.
 
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COMPARATIVE PER SHARE DATA
The following table sets forth summary historical comparative share information for Aspirational and WUP and unaudited pro forma condensed combined per share information after giving effect to the Business Combination, assuming two redemption scenarios as follows:

Assuming No Redemption:   This presentation assumes that no public shareholders of Aspirational exercise redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.

Assuming Maximum Redemption:   This presentation assumes 11,984,042 of the public shares are redeemed for their pro rata share of the funds in Aspirational’s trust account. This scenario gives effect to Aspirational’s public shareholder redemptions of 11,984,042 shares for aggregate redemption payments of $119.8 million and is based on the Minimum Trust Condition that Aspirational will have a minimum of  $120.0 million in cash comprising the cash held in the trust account after giving effect to Aspirational public shareholder redemptions (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of WUP or Aspirational) at or prior to the Closing Date. The Minimum Trust Condition is waivable by WUP, and if so, waived by WUP, the maximum amount of redemptions could exceed the 11,984,042 public share redemption scenario presented herein.
The pro forma book value information reflects the Business Combination as if it had occurred on March 31, 2021. The weighted average shares outstanding and net loss per share information reflect the Business Combination as if it had occurred on January 1, 2020.
This information is only a summary and should be read in conjunction with the historical financial statements of Aspirational and WUP and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of Aspirational and WUP is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.
The unaudited pro forma combined net loss per share information below does not purport to represent the net loss per share which would have occurred had the companies been combined during the period presented, or net income (loss) per share for any future date or period. The unaudited combined pro forma book value per share information below does not purport to represent what the value of Aspirational and WUP would have been had the companies been combined during the period presented.
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) $