Washington, D.C. 20549




FORM 12b-25




Commission File Number: 001-39541


CUSIP Number: 96328L106




(Check One)      

¨  Form 10-K     ¨ Form 20-F     ¨  Form 11-K     x  Form 10-Q

¨  Form 10-D     ¨  Form N-SAR     ¨  Form N-CSR

    For Period Ended: June 30, 2021    
    ¨  Transition Report on Form 10-K
    ¨  Transition Report on Form 20-F
    ¨  Transition Report on Form 11-K
    ¨  Transition Report on Form 10-Q
    ¨  Transition Report on Form N-SAR
    For the Transition Period Ended:     


Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:







Wheels Up Experience Inc.

(Full name of registrant)


Aspirational Consumer Lifestyle Corp.

(Former name if applicable)


601 West 26th Street

(Address of principal executive office (street and number))


New York, New York 10001

(City, state and zip code)


PART II — RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


x      (a)  

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;



The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and


  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.






State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


Wheels Up Experience Inc. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021 (the “Form 10-Q”). Additional time is needed to prepare its accounting records and schedules to enable its independent registered public accounting form, Marcum LLP (“Marcum”) to complete it review of the Company’s financial statements to be contained in the Form 10-Q. It is anticipated that the Form 10-Q, along with the unaudited financial statements, will be filed within the five-day extension period.







(1)  Name and telephone number of person to contact in regard to this notification


Laura Heltebran       212      257-5252    
(Name)   (Area Code)   (Telephone Number)


(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).      Yes x    No  ¨


(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?      Yes   ¨   No  x


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.







Wheels Up Experience Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


  Wheels Up Experience Inc.
  By: /s/ Eric Jacobs
    Eric Jacobs
    Chief Financial Officer


Date: August 16, 2021