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Wheels Up Experience (UP) - 2022 Q3 - Earnings Call Presentation
2022-11-09 23:27
| --- | --- | |------------------------------|-------| | | | | | | | Third quarter 2022 earnings | | | November 9, 2022 | | Disclaimer Cautionary statement regarding forward-looking statements This presentation contains certain "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown r ...
Wheels Up Experience (UP) - 2022 Q2 - Earnings Call Transcript
2022-08-12 04:33
Financial Data and Key Metrics Changes - The company reported a record revenue of over $425 million for Q2 2022, representing a nearly 50% year-over-year increase [10] - Active members increased by over 20% year-over-year, reaching 12,667 [56] - The adjusted contribution margin improved to 4.7%, a 550-basis-point sequential improvement [63] - Adjusted EBITDA was negative $46.9 million for the quarter, within the guidance range [65] - The company ended the quarter with $427 million in cash and cash equivalents and no long-term debt [70] Business Line Data and Key Metrics Changes - Membership revenue grew 48% year-over-year, driven by a higher mix of core and business members [56] - Flight revenue increased by 34% year-over-year, with Live Flight Legs up 19% [59] - Aircraft management revenue grew 22% year-over-year, driven by higher owner usage [61] - Other revenue significantly increased to $56.7 million, including $21 million from Air Partner's group charter and freight businesses [61] Market Data and Key Metrics Changes - The company has seen strong demand in leisure travel and a steady pickup in business and corporate travel [59] - Prepaid block sales reached over $330 million for the quarter, up over 180% year-over-year, indicating strong future flying demand [10] - The company expects active users to start outgrowing active members as supply constraints ease [58] Company Strategy and Development Direction - The company aims to build a technology-enabled marketplace for private aviation, enhancing operational efficiency and customer experience [7][15] - The acquisition of Air Partner is expected to provide significant revenue synergies and has exceeded expectations in terms of revenue and profit [17][69] - The company is focused on achieving positive adjusted EBITDA by 2024 through operational improvements and technology investments [19][69] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the uncertain macroeconomic environment but believes there are several levers to drive continued growth [12] - The company is committed to delivering for all customers, including members and on-demand flyers, despite geopolitical and macroeconomic uncertainties [14] - Management expressed confidence in the demand environment, citing strong block sales and member retention rates [82][84] Other Important Information - The company launched a carbon offset program in June as part of its environmental initiatives [20] - The consolidation of FAA operating certificates is expected to enhance operational efficiency and is planned for completion in 2023 [45][132] Q&A Session Summary Question: What signals are being watched regarding demand? - Management indicated that block sales are a key indicator, with a reported increase of 187% year-over-year, and retention rates remain strong at over 90% for block buyers [82][83] Question: How will margins be affected by fuel surcharges? - Management noted that the fuel index charge was implemented in June, which is expected to improve margins in the third and fourth quarters [85][86] Question: What gives confidence in the 2024 adjusted EBITDA profitability target? - Management highlighted strong topline growth, a loyal membership base, and operational improvements as key factors supporting the timeline for profitability [90][94] Question: How are pilot retention rates being managed? - The company is closely monitoring pilot retention and has implemented the Aircrew 360 program to enhance career development and compensation [117][119] Question: What are the components of the other revenue line? - Other revenue included approximately $37 million from asset sales and about $21 million from Air Partner's contributions, with expectations for fluctuations in future quarters [122][123]
Wheels Up Experience (UP) - 2022 Q2 - Earnings Call Presentation
2022-08-11 23:40
| --- | --- | |-------------------------------|-------| | | | | | | | Second Quarter 2022 Earnings | | | August 11, 2022 | | Disclaimer Cautionary Statement Regarding Forward-Looking Statements This presentation contains certain "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding Wheels Up's expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitatio ...
Wheels Up Experience (UP) - 2022 Q2 - Quarterly Report
2022-08-11 20:21
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 10-Q ________________ [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-04321 WHEELS UP EXPERIENCE INC. (Exact Name of Registrant as Specifi ...
Wheels Up Experience (UP) Presents at the 17th Annual Needham Technology & Media Conference - Slideshow
2022-06-11 19:14
Financial Performance & Growth - Wheels Up's total revenue increased from $332 million in 2018 to $1.195 billion in 2021, with a CAGR exceeding 45%[7] - The company projects revenue between $1.47 billion and $1.52 billion for 2022[7] - In Q1 2022, flight revenue reached $236.363 million, a 24% increase compared to $190.474 million in Q1 2021[73] - Membership revenue in Q1 2022 was $20.647 million, a 38% increase from $14.974 million in Q1 2021[73] - Aircraft management revenue grew by 19% in Q1 2022, reaching $60.506 million compared to $50.880 million in Q1 2021[73] Operational Metrics - Wheels Up reported over 73,000 live flight legs in 2021[9] - The company has over 12,000 active members as of March 31, 2022[10] - Flight revenue per live flight leg increased by 8% year-over-year, from $12,467 in Q1 2021 to $13,410 in Q1 2022[78] Market & Strategy - Wheels Up estimates a democratized total addressable market (TAM) of approximately $80 billion by 2025[24] - The company estimates the current democratized TAM to be around $51 billion[24] - Wheels Up's 2021 total revenue represents approximately 4% share of the existing private aviation market, valued at $31 billion[24] Financial Measures - Wheels Up reported an adjusted EBITDA loss of $49.428 million for the three months ended March 31, 2022[87, 95] - Adjusted contribution margin was negative 0.8% for the three months ended March 31, 2022, compared to 10.8% for the three months ended March 31, 2021[90]
Wheels Up Experience (UP) - 2022 Q1 - Earnings Call Presentation
2022-05-16 01:50
| --- | --- | |------------------------------|-------| | | | | | | | | | | First Quarter 2022 Earnings | | | May 12, 2022 | | Disclaimer Forward-looking statements This presentation contains certain "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of Wheels Up Experience Inc. ("Wheels Up", the "Company", "we", "us" or "our") regardin ...
Wheels Up Experience (UP) - 2022 Q1 - Earnings Call Transcript
2022-05-13 03:12
Call Start: 16:30 January 1, 0000 5:18 PM ET Wheels Up Experience Inc. (NYSE:UP) Q1 2022 Earnings Conference Call May 12, 2022 16:30 ET Company Participants Keith Ferguson - Investor Relations Kenneth Dichter - Founder, Chief Executive Officer & Chairman Vinayak Hegde - President Eric Jacobs - Chief Financial Officer Conference Call Participants Sheila Kahyaoglu - Jefferies Gary Prestopino - Barrington Research Marvin Fong - BTIG Michael Bellisario - Robert W. Baird & Co. Operator Hello, and welcome to the ...
Wheels Up Experience (UP) - 2022 Q1 - Quarterly Report
2022-05-12 21:55
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 10-Q ________________ [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-04321 WHEELS UP EXPERIENCE INC. (Exact Name of Registrant as Specif ...
Wheels Up Experience (UP) - 2021 Q4 - Earnings Call Transcript
2022-03-10 20:09
Financial Data and Key Metrics Changes - The company reported over $345 million in fourth quarter revenue, a record high, representing a 64% year-over-year increase [10] - Full year revenue reached almost $1.2 billion, up over 70% year-over-year, exceeding guidance [10] - Adjusted contribution margin fell to 1.3% in the fourth quarter due to increased costs and operational challenges [58] - Adjusted EBITDA was negative $46.3 million for the quarter and negative $87.4 million for the year, within guidance [66] Business Line Data and Key Metrics Changes - Membership revenue grew 38% year-over-year in the fourth quarter and 27% for the full year, with strong retention rates around 80% for core business members [48] - Flight revenue increased 66% year-over-year for the quarter and 76% for the full year, with live flight legs up 63% year-over-year [51] - Aircraft management revenue grew 69% year-over-year for the fourth quarter and 70% for the full year [55] Market Data and Key Metrics Changes - The company has over 12,000 active members, growing by over 30% year-over-year [10] - Live flight legs increased to over 73,000 in 2021, up 65% year-over-year [10] - Prepaid block sales reached $540 million in the fourth quarter, up 80% year-over-year, providing strong revenue visibility [54] Company Strategy and Development Direction - The company aims to build a technology-enabled marketplace to optimize supply and demand in private aviation, similar to models used by Uber and Airbnb [5][6] - Focus on innovation to drive efficiency and unlock capacity, including leveraging machine learning and AI tools [8] - Planned global expansion through the acquisition of Air Partner, which will enhance international presence and operational capabilities [17] Management's Comments on Operating Environment and Future Outlook - Management acknowledged short-term costs absorbed to prioritize customer service amid supply chain challenges [11] - Confidence in long-term customer value, with core memberships averaging over $80,000 in annual spending [13] - Anticipation of improved margins and operational efficiency as technology initiatives progress [81] Other Important Information - The company has a strong balance sheet with cash and cash equivalents of $784 million and essentially no debt [74] - Capital expenditures for 2022 are expected to be approximately $125 million, including $60 million for normal capital spending [73] Q&A Session Summary Question: Balancing 1P, 2P, and 3P Investments - The company plans to focus more on 1P fleet due to higher profit margins, while currently seeing more profitability from 2P fleet [85] Question: Pilot Retention and Hiring - The company has implemented the Air Crew-360 program to improve pilot retention and has successfully hired 150 pilots, with expectations to have them certified by Q2 2022 [91][95] Question: Adjusted EBITDA Components - Key components affecting adjusted EBITDA include $40 million in depreciation, $10 million related to earn-out shares, $15 million in stock-based compensation, and $10 million in restructuring costs [99]
Wheels Up Experience (UP) - 2021 Q4 - Annual Report
2022-03-10 13:53
PART I [Business](index=7&type=section&id=Item%201.%20Business) Wheels Up is a leading U.S. private aviation provider, leveraging a technology-driven marketplace and an "asset-right" fleet strategy - Wheels Up operates as a leading provider of "on demand" private aviation in the U.S., utilizing a data and technology-driven marketplace to connect flyers with a network of safety-vetted private aircraft[22](index=22&type=chunk)[23](index=23&type=chunk) Revenue Categories | Revenue Category | Description | | :--- | :--- | | **Membership Revenue** | Initiation and annual renewal fees from Connect, Core, and Business tiers | | **Flight Revenue** | Generated from both member and non-member usage, including wholesale and app users | | **Aircraft Management Revenue** | Monthly fees from aircraft owners, recovery of expenses, and recharging operating costs | | **Other Revenue** | Includes software subscriptions (UP FMS), MRO services, FBO revenue, aircraft sales brokerage, sponsorships, and special missions | Fleet Composition as of December 31, 2021 | Fleet Type | Description | Number of Aircraft | | :--- | :--- | :--- | | **1P Fleet (Owned/Leased)** | Operates as a "floating fleet" to optimize positioning and reduce costs | Over 180 | | **2P Fleet (Managed)** | Aircraft managed for owners, available for charter use | Approximately 150 | | **3P Fleet (Third-Party)** | Network of safety-vetted and verified partner aircraft | Over 1,200 | - The company maintains a strategic relationship with Delta Air Lines, which includes co-marketing efforts, new product creation, and valuable benefits for customers of both companies. Delta is also a significant minority stockholder[29](index=29&type=chunk) - As of December 31, 2021, the company employed **2,171 people**, including **927 pilots**. None of the employees are represented by a labor union[97](index=97&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks including persistent net losses, intense competition, pilot shortages, fuel price volatility, and regulatory compliance challenges - The company has a history of significant net losses, incurring **$197.2 million** in 2021 and **$85.4 million** in 2020, and anticipates continued net losses for the foreseeable future due to operating and capital expenditures[113](index=113&type=chunk) - The business is exposed to risks from the COVID-19 pandemic, which has increased costs (e.g., Safe Passage™ program) and may impact member retention due to limitations on in-person "Wheels Down" events[121](index=121&type=chunk)[122](index=122&type=chunk) - A limited supply of qualified pilots and potential for attrition pose significant risks. The company competes with major airlines for pilots and mechanics, and a shortage could increase labor costs and negatively affect operations[136](index=136&type=chunk)[137](index=137&type=chunk)[140](index=140&type=chunk) - Approximately **21.4% of flights in 2021** were fulfilled by third-party operators. The company's reliance on these operators exposes it to risks of non-performance, increased costs, and potential service disruptions[156](index=156&type=chunk) - The company's warrants are accounted for as liabilities, requiring remeasurement to fair value each reporting period. This can cause significant non-cash gains or losses, leading to material fluctuations in financial results[213](index=213&type=chunk)[214](index=214&type=chunk) - To comply with federal law, the company's organizational documents restrict voting by non-U.S. citizens to no more than **25%** of the company's voting stock[240](index=240&type=chunk) [Properties](index=45&type=section&id=Item%202.%20Properties) The company leases its corporate headquarters in New York, along with various sales, operational offices, and an FBO facility across the U.S. - The company leases its corporate headquarters in New York, New York, and has various other leased offices and operational facilities in California, Colorado, Connecticut, Florida, Idaho, Illinois, Indiana, Kentucky, New Jersey, North Carolina, Ohio, and Wisconsin[244](index=244&type=chunk) [Legal Proceedings](index=45&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, with management not expecting a material adverse financial impact - The company is subject to various legal proceedings and claims in the ordinary course of business but does not expect any to have a material adverse effect on its financial condition or results of operations[246](index=246&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=45&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common stock and warrants are listed on NYSE, with no anticipated cash dividends, and details on equity compensation plans are provided - Class A common stock and Public Warrants have been listed on the NYSE under symbols "UP" and "UP WS" since **July 14, 2021**, following the Business Combination[248](index=248&type=chunk) - The company has not paid any cash dividends on its Class A common stock and does not anticipate paying any in the foreseeable future[250](index=250&type=chunk) Equity Compensation Plan Information as of December 31, 2021 | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by stockholders | 25,121,745 | $7.66 | 27,346,829 | | Equity compensation plans not approved by stockholders | — | — | — | | **Total** | **25,121,745** | **$7.66** | **27,346,829** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=48&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue grew **72%** to **$1.19 billion** in 2021, but net loss widened to **$197.2 million** due to increased costs, with liquidity bolstered by the Business Combination Key Operating Metrics | Metric | 2021 | 2020 | % Change | | :--- | :--- | :--- | :--- | | **Active Members** | 12,040 | 9,212 | 31% | | **Active Users** | 12,543 | 11,345 | 11% | | **Live Flight Legs** | 73,522 | 44,579 | 65% | Results of Operations (in thousands) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Revenue** | $1,194,259 | $694,981 | | **Gross Profit** | $22,428 | $1,677 | | **Loss from Operations** | ($203,278) | ($62,966) | | **Net Loss** | ($197,230) | ($85,405) | Non-GAAP Financial Measures (in thousands) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Adjusted EBITDA** | ($87,366) | ($52,363) | | **Adjusted Contribution** | $82,177 | $62,401 | | **Adjusted Contribution Margin** | 6.9% | 9.0% | - The **72% increase in total revenue** was primarily driven by a **76% growth in flight revenue**, resulting from a **65% increase in Live Flight Legs** and a **7% increase in flight revenue per leg**[321](index=321&type=chunk) - Adjusted Contribution Margin decreased by **210 basis points to 6.9%** in 2021, attributed to industry-wide cost pressures, supply constraints, increased fuel costs, and wage inflation[325](index=325&type=chunk) - As of December 31, 2021, the company had **$784.6 million** in cash and cash equivalents, significantly increased by the gross proceeds of approximately **$656.3 million** from the Business Combination[332](index=332&type=chunk)[337](index=337&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Principal market risks include aircraft fuel price volatility, with a **10%** increase potentially raising fuel expense by **$16.6 million** in 2021 - The company is subject to market risk from changes in aircraft fuel prices. Aircraft fuel expense represented **15% of total cost of revenue** in 2021. A hypothetical **10% increase** in the average price per gallon would have increased fuel expense by approximately **$16.6 million** for the year[367](index=367&type=chunk) - The company repaid substantially all of its long-term debt on **July 21, 2021**, mitigating its exposure to interest rate risk[366](index=366&type=chunk) [Financial Statements and Supplementary Data](index=66&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated financial statements for 2019-2021, including balance sheets, income statements, cash flows, and detailed notes on accounting policies - The independent auditor, Grant Thornton LLP, identified the company's goodwill impairment assessment as a critical audit matter due to the significant management estimates and judgments required to assess the reporting unit's fair value[377](index=377&type=chunk)[378](index=378&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$1,981,064** | **$1,359,989** | | Cash and cash equivalents | $784,574 | $312,799 | | Goodwill | $437,398 | $400,160 | | **Total Liabilities** | **$1,244,836** | **$1,066,162** | | Deferred revenue, current | $933,527 | $651,096 | | Long-term debt | $0 | $148,411 | | **Total Equity** | **$736,228** | **$293,827** | - The Business Combination on **July 13, 2021**, was accounted for as a reverse recapitalization, with WUP as the accounting predecessor. The transaction provided gross proceeds of approximately **$656.3 million**[471](index=471&type=chunk)[474](index=474&type=chunk) - On **January 5, 2021**, the company acquired Mountain Aviation for a total purchase price of **$40.2 million**, consisting of **$30.2 million** in WUP common interests and **$10.0 million** in cash, plus a potential earn-out[491](index=491&type=chunk) - Following the Business Combination, the company repaid substantially all of its outstanding long-term debt, totaling approximately **$175.5 million**, on **July 21, 2021**[534](index=534&type=chunk) [Controls and Procedures](index=120&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management deemed disclosure controls effective as of December 31, 2021, but excluded the internal control report due to a recent business combination - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by the report[644](index=644&type=chunk) - The company is excluding management's report on internal control over financial reporting for the year ended December 31, 2021, as permitted by the SEC for companies that have recently completed a significant business combination[645](index=645&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=122&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The report details executive officers and directors, including a classified board with a majority of independent members and established standing committees - The company's leadership includes **Kenny Dichter** as CEO and Chairman, **Vinayak Hegde** as President, and **Eric Jacobs** as CFO[651](index=651&type=chunk) - The Board of Directors is classified, with over **60%** of its members qualifying as independent. The company has established a Lead Independent Director role to ensure a strong, independent board[678](index=678&type=chunk)[679](index=679&type=chunk) - The Board has four standing committees: Audit, Compensation, Nominating and ESG, and Safety and Security, each operating under a written charter[685](index=685&type=chunk) [Executive Compensation](index=132&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation aims to attract and retain leaders through salary, bonuses, and equity, with 2021 total compensation detailed for named officers 2021 Summary Compensation Table | Name and Principal Position | Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Plan Compensation ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Kenny Dichter**<br>Founder & CEO | 2021 | 950,000 | — | — | 1,710,000 | 6,845,783 | 9,505,783 | | **Eric Jacobs**<br>CFO | 2021 | 480,769 | 1,935,338 | — | 432,924 | 43,899 | 2,892,930 | | **Vinayak Hegde**<br>President | 2021 | 312,692 | 5,379,070 | 4,373,729 | 346,483 | 27,094 | 10,689,068 | - CEO Kenny Dichter's 2021 "All Other Compensation" includes **$1.12 million** for personal aircraft use and **$5.56 million** from the forgiveness of a loan and accrued interest[704](index=704&type=chunk)[705](index=705&type=chunk) - Non-employee directors receive compensation including an annual cash retainer of **$50,000**, an annual RSU award valued at **$175,000**, and annual flight hours valued at **$71,750**. Directors appointed by Delta do not receive compensation[753](index=753&type=chunk)[755](index=755&type=chunk)[756](index=756&type=chunk)[752](index=752&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=145&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 4, 2022, key beneficial owners include Delta Air Lines (**21.3%**), Fidelity (**7.2%**), and T. Rowe Price (**5.6%**) Beneficial Ownership as of March 4, 2022 | Name of Beneficial Owner | Percentage of Class A Common Stock | | :--- | :--- | | **5% Holders** | | | Delta Air Lines, Inc. | 21.3% | | Entities affiliated with Fidelity | 7.2% | | Funds and accounts managed by T. Rowe Price | 5.6% | | **Directors and Executive Officers** | | | Kenny Dichter (CEO) | 8.2% | | All directors and executive officers as a group (18 individuals) | 13.1% | [Certain Relationships and Related Transactions, and Director Independence](index=149&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Significant related party transactions exist, primarily with Delta Air Lines, covering commercial cooperation, SkyMiles, and board representation - The company has a strategic partnership with Delta Air Lines, a major shareholder, governed by a Commercial Cooperation Agreement (CCA), a Program Participation Agreement (PPA) for SkyMiles, and a Corporate Agreement (CA) for discounted corporate travel[793](index=793&type=chunk)[794](index=794&type=chunk) - Under the Delta Investor Rights Letter, Delta is entitled to designate **two members** to the Board of Directors as long as it maintains certain ownership thresholds[804](index=804&type=chunk) - Certain directors and **5% stockholders**, including entities affiliated with Fidelity and T. Rowe Price, participated in the PIPE Investment, subscribing to shares of Class A common stock at the time of the Business Combination[806](index=806&type=chunk) [Principal Accounting Fees and Services](index=157&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Total accounting fees from Grant Thornton LLP were **$2.4 million** in 2021, following the auditor change post-Business Combination Auditor Fees (Grant Thornton LLP) | Fee Category | 2021 | 2020 | | :--- | :--- | :--- | | Audit fees | $916,900 | $754,784 | | Audit-related fees | $607,910 | $0 | | Tax fees | $874,430 | $714,378 | | All other fees | $0 | $0 | | **Total** | **$2,399,240** | **$1,469,162** | - On **July 13, 2021**, following the Business Combination, the audit committee dismissed Marcum LLP, the auditor for the predecessor SPAC (Aspirational), and engaged Grant Thornton LLP, the historical auditor for WUP, as the company's independent registered public accounting firm[832](index=832&type=chunk)[836](index=836&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=159&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the 10-K, including corporate documents, material contracts, and required certifications - This section provides a comprehensive list of all exhibits filed with the 10-K, including foundational corporate documents, material contracts, and required certifications[839](index=839&type=chunk)