Wheels Up Experience Inc-A 2026年季度报告

FORM 10-Q [Mark One] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March31, 2026OR ☐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: 001-39541 WHEELS UP EXPERIENCE INC. (Exact Name of Registrant as Specified in Its Charter) Delaware98-1617611 (State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.) 2135 American Way,Chamblee, Georgia(Address of Principal Executive Offices)30341(Zip Code) Registrant’s Telephone Number, Including Area Code: (212) 257-5252 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (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 past 90 days.YesNo☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).YesNo☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Non-accelerated Filer☐Emerging Growth Company☐ 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☐NoAs of May8, 2026, 36,229,137 shares of Class A common stock, $0.0001 par value per share, were outstanding. TABLE OF CONTENTS PART I.Financial InformationItem 1.Financial Statements (unaudited)1Condensed Consolidated Balance Sheets as of March31,2026and December31,20251Condensed Consolidated Statements of Operations for the three months ended March31,2026 and20252Condensed Consolidated Statements of Comprehensive Loss for the three months ended March31,2026and20253Condensed Consolidated Statements ofEquity for the three months ended March31,2026 and20254Condensed Consolidated Statements of Cash Flows for the three months ended March31,2026 and20256Notes to Condensed Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item 3.Quantitative and Qualitative Disclosures About Market Risk48Item 4.Controls and Procedures49 PART II.Other InformationItem 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 4951535353535455 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Wheels Up Experience Inc. (“Wheels Up”, “we”, “us”, “our” or the“Company”), contains certain “forward-looking statements” within the meaning of Section27A 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)the terms of, WheelsUp’s ability to sign and close, and the impact on the Companyof, any potential debt financings, including the financing described in this Quarterly Report, and any potential impacts on the trading pricesand trading market for Wheels Up’s ClassA common stock, $0.0001 par value per share (“Common Stock”); (ii)WheelsUp’s growthplans, market conditions in the private aviation industry and the anticipated success of WheelsUp’s sales efforts and service offerings,including its membership program, charter solutions and any future services