Aspirational Consumer Lifestyle Corp. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

NET LOSS PER SHARE

NET LOSS PER SHARE

9 Months Ended

Sep. 30, 2022

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator:
Net loss attributable to Wheels Up Experience Inc. - basic and diluted	$	(86,838)	$	(58,485)	$	(268,250)	$	(114,050)
Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	244,351		235,341		244,348		191,057
Basic and diluted net loss per share of Class A common stock	$	(0.36)	$	(0.25)	$	(1.10)	$	(0.60)

There were no dividends declared or paid for each of the three and nine months ended September 30, 2022 or 2021.

Basic and diluted net loss per share were computed using the two-class method. Shares of unvested restricted stock are considered participating securities, because these awards contain a non-forfeitable right to participate equally in any dividends prior to forfeiture of the restricted stock, if any, irrespective of whether the awards ultimately vest. All issued and outstanding shares of restricted stock are included in the weighted-average shares of Class A common stock outstanding.

WUP profits interests held by other members of MIP LLC are not subject to the net loss per share calculation until such time the vested WUP profits interests are actually exchanged for shares of Class A common stock.

The following securities were not included in the computation of diluted shares outstanding, because the effect would be anti-dilutive, and issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Warrants	12,521,494	10,870,308	12,521,494	3,623,436
Earnout Shares	9,000,000	7,813,187	9,000,000	2,604,396
RSUs(1)	24,327,885	836,499	24,327,885	279,858
Stock options	14,150,655	16,879,379	14,150,655	16,463,474
Total anti-dilutive securities	60,000,034	36,399,373	60,000,034	22,971,164

(1) Includes RSUs, PSUs and CEO Market-Based RSUs outstanding as of September 30, 2022.