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Table of Contents 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 June 30 , 2021 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Delaware ( State or Other Jurisdiction of Incorporation ) Commission File No. 001-39541 WHEELS UP EXPERIENCE INC . to ( Exact name of registrant as specified in its charter ) 001-39541 ( Commission File Number ) 98-1557048 ( I.R.S. Employer Identification No. ) 601 West 26th Street New York , New York 10001 ( Address of Principal Executive Offices , including zip code ) ( 212 ) 257-5252 ( Registrant's telephone number , including area code ) Aspirational Consumer Lifestyle Corp. 1 Kim Seng Promenade # 18-07 / 12 Great World City Singapore 237994 ( Former name , former address and former fiscal year , if changed since last report ) Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Class A common stock , par value $ 0.0001 per share Redeemable warrants , each whole warrant exercisable for one Class A common stock at an exercise price of $ 11.50 Trading Symbol ( s ) UP UP WS Name of each exchange on which registered New York Stock Exchange New York Stock Exchange Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange 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 to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required 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 reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer ☐ Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company , 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 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 August 17 , 2021 , there were 245,587,611 shares of the registrant's Class A common stock , $ 0.0001 par value per share , issued and outstanding .