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]

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)

Q3 2021 Performance Highlights - Wheels Up's Q3 2021 revenue reached $301.978 million, a 55% increase year-over-year compared to $194.781 million in Q3 2020[10, 29] - Active members increased by 45% year-over-year, from 7,864 in Q3 2020 to 11,375 in Q3 2021[10, 24, 26] - Live flight legs grew by 52% year-over-year, from 12,951 in Q3 2020 to 19,714 in Q3 2021[10, 27] - Revenue per live flight leg increased by 2% year-over-year, from $10,832 in Q3 2021 to $11,076 in Q3 2020[28] - Adjusted EBITDA was $(23.928) million in Q3 2021, compared to $(8.025) million in Q3 2020[29] - Adjusted EBITDA margin was (7.9%) in Q3 2021, compared to (4.1%) in Q3 2020[29] Financial Position - As of September 30, 2021, cash and cash equivalents totaled $535.253 million[30] - Deferred revenue (including current portion) was $587.267 million[30] Full Year 2021 Guidance - The company projects revenue between $1.115 billion and $1.140 billion for the full year 2021[32] - Adjusted EBITDA is expected to be between $(80) million and $(90) million[32]

Financial Data and Key Metrics Changes - The company reported over $300 million in revenue for Q3 2021, marking a 50% increase year-over-year [9] - Revenue for the first nine months of 2021 reached nearly $850 million, up 75% year-over-year [9] - Adjusted contribution margin fell to 6.3% in Q3, down from 10.7% in Q2 due to increased costs and supply constraints [49][50] - The company expects a GAAP net loss between $200 million to $210 million for 2021 [59] Business Line Data and Key Metrics Changes - Membership revenue grew 35% year-over-year in Q3, with a retention rate of approximately 80% for Core and Business members [40][41] - Flight revenue increased 56% year-over-year, with Live Flight Legs up 52% year-over-year [42] - Aircraft management revenue grew 51% year-over-year, reflecting higher owner usage of aircraft [45] Market Data and Key Metrics Changes - The company has over 11,000 active members, growing 45% year-over-year [9] - Block sales reached $172 million, up 120% year-over-year, indicating strong demand [16] - The company is experiencing unprecedented demand in the private aviation industry, which is impacting supply [7][10] Company Strategy and Development Direction - The company aims to build a technology-driven marketplace similar to Uber and Airbnb, focusing on connecting demand with fragmented supply [6][7] - Recent program changes include requiring more advanced notice for travel and raising pricing for peak day guarantees to manage supply and demand [18][26] - The company is investing in technology and operational improvements to enhance efficiency and customer experience [20][28] Management's Comments on Operating Environment and Future Outlook - Management acknowledges supply challenges exacerbated by COVID-19 and is focused on addressing these issues [10][11] - The company is optimistic about long-term demand for private aviation and is taking steps to improve pilot recruitment and retention [12][53] - Management expects supply constraints to persist in the near term but believes margins can significantly increase in the long term [55] Other Important Information - The company has a strong balance sheet with over $500 million in cash and essentially no debt [8][58] - Recent management additions include experts from Amazon and T-Mobile to enhance technology and pricing strategies [19][21] Q&A Session Summary Question: Can you talk about the timing of the improvement in adjusted EBITDA? - Management expects contribution margins to remain in the low to mid-single digits for the next couple of quarters due to ongoing investments in pilots and technology [64] Question: Is the price increase sufficient, and how are competitors responding? - The company is raising prices by 8% to 13% for certain aircraft types, while competitors have moved pricing more drastically [66] Question: What types of planes will be acquired in Q4? - The company plans to acquire a couple of smaller planes and will focus on long-term guaranteed rate programs for third-party fleets [70][71] Question: How is the company managing membership growth? - A 90-day delay for new members to book flights has been implemented to manage current membership and demand effectively [72] Question: Can you segment the price changes for various membership levels? - The company is raising cap rates for King Air by 8% and Light Jets by 13%, while leaving mid and super mid rates unchanged [75]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ 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 September 30, 2021 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 Sp ...

General Information [Company Information & Filing Details](index=1&type=section&id=Company%20Information%20%26%20Filing%20Details) This section provides the company's legal name, filing type, incorporation details, trading symbols, and SEC filing status - Registrant: **WHEELS UP EXPERIENCE INC.** (formerly Aspirational Consumer Lifestyle Corp.)[1](index=1&type=chunk) - Filing Type: Quarterly Report on Form 10-Q for the period ended June 30, 2021[1](index=1&type=chunk) Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Class A common stock, par value $0.0001 per share | UP | New York Stock Exchange | | Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 | UP WS | New York Stock Exchange | - As of August 17, 2021, there were **245,587,611 shares of Class A common stock** issued and outstanding[4](index=4&type=chunk) [Explanatory Note: Business Combination](index=2&type=section&id=EXPLANATORY%20NOTE) This section explains the post-quarter-end business combination where Aspirational Consumer Lifestyle Corp. domesticated as a Delaware corporation and changed its name to Wheels Up Experience Inc., concurrently consummating merger transactions with Wheels Up Partners Holdings LLC (WUP), with the report primarily reflecting Aspirational's information prior to this combination - On July 13, 2021, Aspirational Consumer Lifestyle Corp. completed its domestication as a Delaware corporation and changed its name to **Wheels Up Experience Inc.**[7](index=7&type=chunk) - Concurrently with the Domestication, Wheels Up consummated merger transactions with Wheels Up Partners Holdings LLC (WUP), collectively forming the **Business Combination**[9](index=9&type=chunk) - As a result of the Domestication, Aspirational's Class A and Class B ordinary shares converted into Wheels Up Class A common stock, and Aspirational warrants converted into Wheels Up warrants[8](index=8&type=chunk) - The report generally contains information about Aspirational prior to the closing of the Business Combination[10](index=10&type=chunk) Part I. Financial Information [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Aspirational Consumer Lifestyle Corp. for the periods ended June 30, 2021, and December 31, 2020, including the balance sheets, statements of operations, changes in shareholders' equity, and cash flows, along with comprehensive notes explaining the company's organization, significant accounting policies, and details of financial instruments and transactions [Condensed Balance Sheets](index=4&type=section&id=CONDENSED%20BALANCE%20SHEETS) The condensed balance sheets show a decrease in total assets from **$241.1 million** at December 31, 2020, to **$240.1 million** at June 30, 2021, primarily due to a significant reduction in cash and prepaid expenses, partially offset by an increase in marketable securities held in the Trust Account, while total liabilities increased from **$23.1 million** to **$37.0 million**, driven by a rise in warrant liability and accrued expenses Condensed Balance Sheet Highlights | Metric | June 30, 2021 (Unaudited) | December 31, 2020 | Change | | :-------------------------------- | :-------------------------- | :------------------ | :----- | | Cash ($) | $28,673 | $719,926 | $(691,253) | | Total Current Assets ($) | $245,477 | $1,328,871 | $(1,083,394) | | Cash and marketable securities held in Trust Account ($) | $239,843,104 | $239,795,125 | $47,979 | | TOTAL ASSETS ($) | $240,088,581 | $241,123,996 | $(1,035,415) | | Total Current Liabilities ($) | $4,574,615 | $1,484,638 | $3,089,977 | | Warrant liability ($) | $24,041,268 | $13,272,784 | $10,768,484 | | Total Liabilities ($) | $37,007,004 | $23,148,543 | $13,858,461 | | Total Shareholders' (Deficit) Equity ($) | $(36,761,527) | $5,000,009 | $(41,761,536) | [Condensed Statements of Operations](index=5&type=section&id=CONDENSED%20STATEMENTS%20OF%20OPERATIONS) For the three months ended June 30, 2021, the company reported a net loss of **$6.7 million**, primarily driven by a **$6.3 million** change in fair value of warrant liability and **$0.5 million** in operating and formation costs, while for the six months ended June 30, 2021, the net loss was **$14.9 million**, with the change in fair value of warrant liability accounting for **$10.8 million** and operating and formation costs for **$4.2 million** Condensed Statements of Operations Highlights | Metric | Three Months Ended June 30, 2021 ($) | Six Months Ended June 30, 2021 ($) | | :-------------------------------------- | :------------------------------- | :----------------------------- | | Operating and formation costs | $468,522 | $4,173,371 | | Loss from operations | $(468,522) | $(4,173,371) | | Interest earned on marketable securities held in Trust Account | $2,676 | $47,979 | | Change in fair value of warrant liability | $(6,260,747) | $(10,768,484) | | Net loss | $(6,726,593) | $(14,893,876) | | Basic and diluted net loss per share, Non-redeemable ordinary shares | $(1.12) | $(2.24) | [Condensed Statement of Changes in Shareholders' (Deficit) Equity](index=6&type=section&id=CONDENSED%20STATEMENT%20OF%20CHANGES%20IN%20SHAREHOLDERS'%20(DEFICIT)%20EQUITY) The statement shows a significant decrease in total shareholders' equity from **$5.0 million** at January 1, 2021, to a deficit of **$(36.8) million** at June 30, 2021, primarily due to a measurement adjustment on redeemable ordinary shares of **$(26.9) million** and net losses of **$(8.2) million** for the three months ended March 31, 2021, and **$(6.7) million** for the three months ended June 30, 2021 Changes in Shareholders' (Deficit) Equity | Metric | January 1, 2021 ($) | March 31, 2021 ($) | June 30, 2021 ($) | | :-------------------------------------- | :-------------- | :------------- | :------------ | | Total Shareholders' Equity (Deficit) | $5,000,009 | $(30,032,258) | $(36,761,527) | | Measurement adjustment on redeemable Ordinary shares | N/A | $(26,864,984) | $(2,676) | | Net loss | N/A | $(8,167,283) | $(6,726,593) | [Condensed Statement of Cash Flows](index=7&type=section&id=CONDENSED%20STATEMENT%20OF%20CASH%20FLOWS) For the six months ended June 30, 2021, net cash used in operating activities was **$(0.9) million**, primarily due to the net loss of **$(14.9) million**, partially offset by a non-cash adjustment for the change in fair value of warrant liability of **$10.8 million** and positive changes in operating assets and liabilities, with net cash provided by financing activities being **$0.3 million** from a related party promissory note, resulting in a net decrease in cash of **$(0.7) million** Condensed Statement of Cash Flows Highlights | Metric | Six Months Ended June 30, 2021 ($) | | :-------------------------------------- | :----------------------------- | | Net loss | $(14,893,876) | | Change in fair value of warrant liability | $10,768,484 | | Net cash used in operating activities | $(941,253) | | Proceeds from promissory note – related party | $250,000 | | Net cash provided by financing activities | $250,000 | | Net Change in Cash | $(691,253) | | Cash – Ending | $28,673 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=NOTES%20TO%20CONDENSED%20FINANCIAL%20STATEMENTS) These notes provide detailed explanations for the unaudited condensed financial statements, covering the company's business operations, the recent business combination, significant accounting policies, and specific financial instruments like warrants and equity, also including disclosures on related party transactions, commitments, fair value measurements, and subsequent events [NOTE 1. Description of Organization and Business Operations](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Aspirational Consumer Lifestyle Corp. was a blank check company formed in July 2020 to effect a business combination, completing its domestication to Delaware and changing its name to Wheels Up Experience Inc. on July 13, 2021, concurrently consummating a merger with Wheels Up Partners Holdings LLC (WUP), with this section detailing the conversion of shares and warrants as a result of the Business Combination and outlining the company's activities prior to the combination, including its Initial Public Offering and the establishment of a Trust Account - Aspirational Consumer Lifestyle Corp. was a blank check company incorporated on July 7, 2020, for the purpose of effecting a business combination[27](index=27&type=chunk) - On July 13, 2021, Aspirational completed its domestication to Delaware and changed its name to **Wheels Up Experience Inc.** and concurrently consummated a merger with Wheels Up Partners Holdings LLC (WUP)[29](index=29&type=chunk)[31](index=31&type=chunk) - The Business Combination involved the conversion of Aspirational's Class A and Class B ordinary shares into Wheels Up Class A common stock and Aspirational warrants into Wheels Up warrants[30](index=30&type=chunk) - The company completed its Initial Public Offering on September 25, 2020, raising **$225 million**, with an additional **$14.7 million** from an over-allotment option, and placed **$239.7 million** into a Trust Account[38](index=38&type=chunk)[40](index=40&type=chunk)[43](index=43&type=chunk) [NOTE 2. Summary of Significant Accounting Policies](index=10&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the significant accounting policies, including the basis of presentation for the unaudited condensed financial statements in accordance with GAAP and SEC rules, highlighting the company's status as an "emerging growth company" under the JOBS Act, allowing for an extended transition period for new accounting standards, and covering key policies such as the use of estimates, cash and cash equivalents, marketable securities in the Trust Account, classification of Class A ordinary shares subject to redemption, warrant liability accounting, offering costs, income taxes, and net loss per ordinary share calculation - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC regulations[45](index=45&type=chunk) - The Company is an **emerging growth company** and has elected to use the extended transition period for complying with new or revised financial accounting standards[47](index=47&type=chunk)[48](index=48&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity, and warrant liabilities are recorded at fair value with changes recognized in the statements of operations[55](index=55&type=chunk)[57](index=57&type=chunk)[60](index=60&type=chunk) - Net loss per ordinary share is computed using a two-class method, distinguishing between Redeemable Class A Ordinary Shares and Non-Redeemable Ordinary Shares[66](index=66&type=chunk)[67](index=67&type=chunk) [NOTE 3. Initial Public Offering](index=14&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The company sold **23,974,632 Units** in its Initial Public Offering, including units from the underwriters' over-allotment option, at **$10.00 per Unit**, with each Unit comprising one Class A ordinary share and one-third of one redeemable warrant, exercisable at **$11.50 per share** - The Company sold **23,974,632 Units** in its Initial Public Offering at **$10.00 per Unit**[77](index=77&type=chunk) - Each Unit consisted of one Class A ordinary share and one-third of one redeemable warrant, exercisable at **$11.50 per share**[77](index=77&type=chunk) [NOTE 4. Private Placement](index=14&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) The Sponsor purchased **4,333,333 Private Placement Warrants** at **$1.50 each**, totaling **$6.5 million**, concurrently with the Initial Public Offering, with an additional **196,617 Private Placement Warrants** sold to the Sponsor for **$0.3 million** due to the underwriters' over-allotment exercise, and these proceeds were added to the Trust Account, with the warrants exercisable for Class A ordinary shares at **$11.50 per share** - The Sponsor purchased **4,333,333 Private Placement Warrants** at **$1.50 each**, totaling **$6.5 million**[78](index=78&type=chunk) - An additional **196,617 Private Placement Warrants** were sold to the Sponsor for **$0.3 million** following the over-allotment option exercise[78](index=78&type=chunk) - Proceeds from Private Placement Warrants were added to the Trust Account, and each warrant is exercisable for one Class A ordinary share at **$11.50**[78](index=78&type=chunk) [NOTE 5. Related Party Transactions](index=14&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including the issuance of Founder Shares to the Sponsor, administrative and support services agreements with the Sponsor and its affiliate (Turmeric Capital), and promissory notes issued to the Sponsor, with the company incurring **$57,532** in fees for administrative and support services for the six months ended June 30, 2021, and borrowing **$250,000** from the Sponsor via promissory notes in March and April 2021 - The Sponsor received **6,468,750 Class B ordinary shares** (Founder Shares), with **475,092 forfeited**, resulting in **5,993,658 outstanding** as of October 2, 2020[79](index=79&type=chunk) - The Company agreed to pay the Sponsor (and later Turmeric Capital, an affiliate) **$10,000 per month** for administrative services and Turmeric Capital Singapore Pte Ltd **$10,000 per month** for support services[81](index=81&type=chunk)[84](index=84&type=chunk) - For the six months ended June 30, 2021, the Company incurred and paid **$57,532** in fees for administrative and support services[85](index=85&type=chunk) - The Company issued promissory notes to the Sponsor in March and April 2021, borrowing an aggregate principal amount of **$250,000** at **2.75% interest per annum**[87](index=87&type=chunk)[88](index=88&type=chunk) [NOTE 6. Commitments](index=16&type=section&id=NOTE%206.%20COMMITMENTS) This note outlines the company's commitments, including registration rights for holders of Founder Shares, Private Placement Warrants, and Working Capital Loans, detailing a deferred underwriting fee of **$8.4 million** payable upon completion of a Business Combination, advisory fees to Connaught (UK) Limited, and a **$10 million** transaction fee for advisory services related to the WUP business combination, with the company entering into an Amended and Restated Registration Rights Agreement and indemnification agreements with directors and officers post-Business Combination - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loans are entitled to registration rights[92](index=92&type=chunk) - A deferred underwriting fee of **$8,391,121** is payable to underwriters upon completion of a Business Combination[94](index=94&type=chunk) - The Company will pay a **$10 million** transaction fee for advisory services upon successful completion of the business combination with Wheels Up[97](index=97&type=chunk) - Post-Business Combination, Wheels Up entered into an Amended and Restated Registration Rights Agreement and indemnification agreements with its directors and executive officers[93](index=93&type=chunk)[101](index=101&type=chunk) [NOTE 7. Shareholders' Equity](index=17&type=section&id=NOTE%207.%20SHAREHOLDERS'%20EQUITY) This note describes the company's authorized share capital, consisting of **5 million preference shares** (none issued), **500 million Class A ordinary shares**, and **50 million Class B ordinary shares**, with **5,993,658 Class B ordinary shares** outstanding as of June 30, 2021, and no Class A ordinary shares outstanding (excluding those subject to redemption), and Class B ordinary shares automatically convert to Class A ordinary shares upon a Business Combination, subject to anti-dilution adjustments - Authorized share capital includes **5 million preference shares**, **500 million Class A ordinary shares**, and **50 million Class B ordinary shares**[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) - As of June 30, 2021, **5,993,658 Class B ordinary shares** were issued and outstanding; no Class A ordinary shares were outstanding (excluding those subject to redemption)[103](index=103&type=chunk)[104](index=104&type=chunk) - Class B ordinary shares convert to Class A ordinary shares on a one-for-one basis upon a Business Combination, with anti-dilution adjustments possible[106](index=106&type=chunk) [NOTE 8. Warrants](index=18&type=section&id=NOTE%208.%20WARRANTS) This note details the terms of Public Warrants and Private Placement Warrants, with Public Warrants becoming exercisable 30 days after a Business Combination or 12 months from the IPO closing, expiring five years post-combination, and the company may redeem Public Warrants under certain price conditions (**$18.00 or $10.00 per Class A ordinary share**), while Private Placement Warrants are identical but non-transferable for 30 days post-combination, exercisable on a cashless basis, and non-redeemable as long as held by initial purchasers or permitted transferees - Public Warrants become exercisable 30 days after a Business Combination or 12 months from IPO closing, expiring five years post-combination[109](index=109&type=chunk) - The Company may redeem outstanding Public Warrants if the Class A ordinary share price equals or exceeds **$18.00** (at **$0.01 per warrant**) or **$10.00** (at **$0.10 per warrant**, with cashless exercise option)[112](index=112&type=chunk)[113](index=113&type=chunk)[120](index=120&type=chunk) - Private Placement Warrants are identical to Public Warrants but are non-transferable for 30 days post-combination, exercisable on a cashless basis, and non-redeemable while held by initial purchasers or permitted transferees[117](index=117&type=chunk) [NOTE 9. Fair Value Measurements](index=19&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) This note describes the fair value measurement of financial assets and liabilities, particularly warrant liabilities, using a three-level hierarchy, with marketable securities held in the Trust Account classified as Level 1, Public Warrants classified as Level 1 due to observable market quotes, and Private Placement Warrants classified as Level 3, valued using a Monte Carlo simulation model with unobservable inputs, and the fair value of warrant liabilities increased from **$13.3 million** at January 1, 2021, to **$24.0 million** at June 30, 2021, primarily due to changes in valuation inputs - The Company uses a three-level fair value hierarchy for financial assets and liabilities[122](index=122&type=chunk) - Marketable securities in the Trust Account and Public Warrants are Level 1; Private Placement Warrants are Level 3, valued via Monte Carlo simulation[123](index=123&type=chunk)[124](index=124&type=chunk) Fair Value of Warrant Liabilities | Metric | Fair value as of January 1, 2021 ($) | Fair value as of June 30, 2021 ($) | Change ($) | | :-------------------------------------- | :------------------------------- | :----------------------------- | :----- | | Private Placement Warrant Liability | $4,801,747 | $8,697,504 | $3,895,757 | | Public Warrant Liability | $8,471,037 | $15,343,764 | $6,872,727 | | Total Warrant Liabilities | $13,272,784 | $24,041,268 | $10,768,484 | [NOTE 10. Subsequent Events](index=22&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) The company evaluated subsequent events up to the financial statement issuance date and identified that on July 13, 2021, it consummated the previously announced merger pursuant to the Merger Agreement - On July 13, 2021, the Company consummated the previously announced merger pursuant to the Merger Agreement[130](index=130&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial condition and results of operations, reiterating its status as a blank check company, its recent business combination with WUP, and discussing financial performance for the three and six months ended June 30, 2021, highlighting net losses primarily due to changes in warrant liability fair value and operating costs, also covering liquidity, capital resources, off-balance sheet arrangements, contractual obligations, and critical accounting policies - The Company completed its business combination with WUP on July 13, 2021, and changed its name to **Wheels Up Experience Inc.**, with its stock trading on NYSE under **UP** and **UP WS**[138](index=138&type=chunk) - For the three months ended June 30, 2021, the net loss was **$6.7 million**, driven by operating costs and a change in fair value of warrant liability[140](index=140&type=chunk) - For the six months ended June 30, 2021, the net loss was **$14.9 million**, primarily due to operating costs and a **$10.8 million** change in fair value of warrant liability[141](index=141&type=chunk) - Net cash used in operating activities for the six months ended June 30, 2021, was **$0.9 million**[147](index=147&type=chunk) - Upon consummation of the business combination, the Company received **$656.1 million** in PIPE investment proceeds and cash remaining in trust, net of redemptions and expenses, providing sufficient funds for 12 months of operations[152](index=152&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=27&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20REGARDING%20MARKET%20RISK) As of June 30, 2021, the company was not subject to any material market or interest rate risk, with funds in the Trust Account invested in short-term U.S. government obligations or money market funds, minimizing interest rate exposure - As of June 30, 2021, the Company was not subject to any material market or interest rate risk[165](index=165&type=chunk) - Funds in the Trust Account are invested in short-term U.S. government obligations or money market funds, limiting interest rate exposure[165](index=165&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) As of June 30, 2021, the Chief Executive Officer concluded that the company's disclosure controls and procedures were not effective, with management identifying material weaknesses in internal controls related to the lack of controls to identify and record expenses requiring accrual accurately and issues leading to the restatement of financial statements concerning warrant accounting, and the company plans to enhance processes, access to accounting literature, and communication to address these weaknesses - As of June 30, 2021, disclosure controls and procedures were deemed **not effective**[167](index=167&type=chunk) - Material weaknesses identified include a lack of controls for accurate expense accrual and issues related to warrant accounting that led to a financial statement restatement[168](index=168&type=chunk)[171](index=171&type=chunk) - Remediation plans include enhancing access to accounting literature, research materials, and increasing communication among personnel and third-party professionals[170](index=170&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=29&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS.) The company reported no legal proceedings as of the filing date - No legal proceedings were reported[174](index=174&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=ITEM%201A.%20RISK%20FACTORS.) There have been no material changes to the risk factors previously disclosed in Amendment No. 1 to the company's Annual Report on Form 10-K/A filed on May 6, 2021 - No material changes to risk factors previously disclosed in the Annual Report on Form 10-K/A[175](index=175&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS.) This section details the Initial Public Offering of **23,974,632 Units** at **$10.00 per Unit**, generating **$239.7 million**, and the simultaneous private placement of **4,529,950 Private Placement Warrants** to the Sponsor at **$1.50 per warrant**, generating **$6.8 million**, with the Private Placement Warrants being identical to Public Warrants but having transfer restrictions and cashless exercise provisions for initial purchasers, and a total of **$239.7 million** from these proceeds was placed in the Trust Account - The Initial Public Offering involved the sale of **23,974,632 Units** at **$10.00 per Unit**, totaling **$239.7 million**[176](index=176&type=chunk) - A private placement of **4,529,950 Private Placement Warrants** to the Sponsor at **$1.50 per warrant** generated **$6.8 million**[177](index=177&type=chunk) - Private Placement Warrants are subject to transfer restrictions and are exercisable on a cashless basis for initial purchasers[178](index=178&type=chunk) - **$239.7 million** of the gross proceeds was placed in the Trust Account[179](index=179&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES.) The company reported no defaults upon senior securities - No defaults upon senior securities were reported[181](index=181&type=chunk) [Item 4. Mine Safety Disclosures](index=29&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES.) This item is not applicable to the company - Mine Safety Disclosures are not applicable[182](index=182&type=chunk) [Item 5. Other Information](index=29&type=section&id=ITEM%205.%20OTHER%20INFORMATION.) No other information was reported under this item - No other information was reported[183](index=183&type=chunk) [Item 6. Exhibits](index=30&type=section&id=ITEM%206.%20EXHIBITS.) This section lists the exhibits filed as part of or incorporated by reference into the Form 10-Q, including certifications from the CEO and CFO (Sarbanes-Oxley Act Sections 302 and 906) and XBRL-related documents - Exhibits include CEO and CFO certifications (Sarbanes-Oxley Act Sections 302 and 906) and XBRL documents[185](index=185&type=chunk) Part III. Signatures [Signatures](index=31&type=section&id=SIGNATURES) The report is duly signed on behalf of Wheels Up Experience Inc. (Successor to Aspirational Consumer Lifestyle Corp.) by Kenneth Dichter, Chief Executive Officer, and Eric Jacobs, Chief Financial Officer, on August 19, 2021 - The report was signed by Kenneth Dichter, CEO, and Eric Jacobs, CFO, on August 19, 2021[187](index=187&type=chunk)

Wheels Up Experience Inc. (NYSE:UP) Q2 2021 Results Conference Call August 13, 2021 8:30 AM ET Company Participants Keith Ferguson - IR Kenny Dichter - Chairman and CEO Vinayak Hegde - Chief Marketplace Officer Eric Jacobs - CFO Conference Call Participants Sheila Kahyaoglu - Jefferies Michael Bellisario - Baird Gary Prestopino - Barrington Research Oliver Chen - Cowen Operator Hello, everyone. And welcome to the Wheels Up Second Quarter 2021 Earnings Call. My name is Bethany, and I’ll be coordinating your ...

WHEELS UP SECOND QUARTER 2021 EARNINGS AUGUST 12, 2021 DISCLAIMER The historical financial information in this press release relates to Wheels Up Partners Holdings LLC's operations prior to the business combination. Going forward, financial results will be presented on a combined company basis. F O R WA R D - LO O K I N G STAT E M E N T S This presentation contains certain "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements include, but are not li ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 +65 6672 7605 (Registrant's telephone number, including area code) For the transition period from to Commission File No. 001-39541 Aspirational Consumer Lifestyle Corp. (Exact name of registrant ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-39541 Aspirational Consumer Lifestyle Corp. (Exact name of registrant as specified in its charter) Cayman Islands 98-1557048 (State o ...