Volaris航空 2025年年度报告和过渡报告

Securities for which there is a reporting obligation pursuant to Section15(d)of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.Ordinary Participation Certificates (Certificados de Participación Ordinarios):898,850,497SeriesA shares of common stock, no par value per share:267,126,180 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the SecuritiesExchange Act of 1934. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one): Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Emerginggrowthcompany☐If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S.GAAP☐International Financial Reporting Standardsas issuedby the International Accounting Standards Board☒Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐Item17☐Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS1INTRODUCTION AND USE OF CERTAIN TERMS2SUMMARY OF RISK FACTORS3GLOSSARY OF AIRLINES AND AIRLINE TERMS5PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION8PART I.9ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS9ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE9ITEM 3 KEY INFORMATION9ITEM 4 INFORMATION ON THE COMPANY43ITEM 4A UNRESOLVED STAFF COMMENTS75ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS75ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES106ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS117ITEM 8 FINANCIAL INFORMATION122ITEM 9 THE OFFER AND LISTING124ITEM 10 ADDITIONAL INFORMATION133ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK152ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES153PART II.159ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES159ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS159ITEM 15 CONTROLS AND PROCEDURES159ITEM 16 [RESERVED]160ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT160ITEM 16B CODE OF ETHICS161ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES161ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES161ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS161ITEM 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT161ITEM 16G CORPORATE GOVERNANCE162ITEM 16H MINE SAFETY DISCLOSURE165ITEM 16I DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION