Wheels Up Experience Inc. - 2025年季度报告

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐NoþAs of May5, 2025,698,874,225shares of Class A common stock, $0.0001 par value per share, were outstanding. TABLE OF CONTENTS PART I.Financial Information Item 1.Financial Statements (unaudited) Condensed Consolidated Balance Sheets as ofMarch 31, 2025and December 31, 2024Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024Condensed Consolidated Statements of Comprehensive Lossfor the threemonthsended March 31, 2025 and2024Condensed Consolidated Statements of Equityfor the threemonthsendedMarch 31, 2025and 2024 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024Notes toCondensed Consolidated Financial StatementsManagement’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market RiskControls and Procedures PART II.Other Information Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (“Quarterly Report”) of Wheels Up Experience Inc. (“Wheels Up”, “we”, “us”, “our” or the“Company”), contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-lookingstatements provide current expectations of future circumstances or events based on certain assumptions and include any statement,projection or forecast that does not directly relate to any historical or current fact. Forward-looking statements are subject to known andunknown risks, uncertainties, assumptions and other important factors, many of which are outside of the control of Wheels Up, that couldcause actual results to differ materially from the results discussed in the forward-looking statements. These forward-looking statementsinclude, but are not limited to, statements regarding: (i) Wheels Up’s growth plans, the size, demand, competition in and growth potentialof the markets for Wheels Up’s service offerings and the degree of market adoption of Wheels Up’s member programs, charter offeringsand any future services it may offer; (ii) the potential impact of Wheels Up’s cost reduction and operational efficiency initiatives on itsbusiness and results of operations, including timing, magnitude and possible effects on liquidity levels and working capital; (iii) WheelsUp’s fleet modernization strategy first announced in October 2024, its ability to execute such strategy on the timeline that it currentlyanticipates and the expected commercial, financial and operational impacts to Wheels Up; (iv) Wheels Up’s liquidity, future cash flows andcertain restrictions related to its indebtedness obligations, as well as its ability to perform under its contractual and indebtednessobligations; (v) Wheels Up’s ability to achieve its financial goals in the future pursuant to the most recent schedule that it has announced;(vi) the potential impacts or benefits from pursuing strategic actions involving Wheels Up or its subsidiaries or affiliates, including, amongothers, acquisitions and divestitures, new debt or equity financings, refinancings of existing indebtedness, stock repurchases or commercial WHEELS UP EXPERIENCE INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 1.SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES WheelsUp Experience Inc. (“Wheels Up”, or “we”, “us”, “our” or the “Company”) is a leading provider of on-demand privateaviation in the United States (“U.S.”) and one of the largest companies in the industry. Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generallyaccepted accounting principles (“GAAP”) for interim financial reporting, the instructions to Form 10-Q and Article 10 of Regulation S-X.Accordingly, they do not include all of the financial information and footnotes required by GAAP for annual financial statements. As aresult, this Quarterly Report on Form10-Q (this “Quarterly Report”) should be read in conjunction with the audited consolidated financialstatements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December31, 2024, filedwith the U.S. Securities and Exchange Commission on March11,2025. In th