Volaris航空 2026年年度报告和过渡报告

Controladora Vuela Compania de Aviacion, S.A.B. de C.V. Securities registered or to be registered pursuant to Section12(b)of the Act: Securities for which there is a reporting obligation pursuant to Section15(d)of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.Ordinary Participation Certificates (Certificados de Participación Ordinarios):898,850,497SeriesA shares of common stock, no par value per share:267,126,180 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the SecuritiesExchange Act of 1934. Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934 from theirobligations under those Sections. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (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 past90days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one): Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Emerginggrowthcompany☐If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S.GAAP☐International Financial Reporting Standardsas issuedby the International Accounting Standards Board☒Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐Item17☐Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). TABLE OF CONTENTS SUMMARY OF RISK FACTORS3GLOSSARY OF AIRLINES AND AIRLINE TERMS6PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION10PARTI.11ITEM1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS11ITEM2 OFFER STATISTICS AND EXPECTED TIMETABLE11ITEM3 KEY INFORMATION11ITEM4 INFORMATION ON THE COMPANY52ITEM4A UNRESOLVED STAFF COMMENTS84ITEM5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS84ITEM6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES114ITEM7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS125ITEM8 FINANCIAL INFORMATION130ITEM9 THE OFFER AND LISTING131ITEM10 ADDITIONAL INFORMATION140ITEM11 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK158ITEM12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES159PARTII166ITEM13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES166ITEM14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS166ITEM15 CONTROLS AND PROCEDURES166ITEM 16[RESERVED]167ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT167ITEM16B CODE OF ETHICS167ITEM16C PRINCIPAL ACCOUNTANT FEES AND SERVICES167ITEM16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES168ITEM16E PURCHASES OF EQUITY SECURITIES BY THE I