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August 29, 2024

    Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington DC 20549

 Re: Wheels Up Experience Inc.

Form 10-K for Fiscal Year Ended December 31, 2023

Form 8-K filed March 7, 2024

File No. 001-39541

Dear Sir or Madam:

On behalf of Wheels Up Experience
Inc., a Delaware corporation (the “Company”, “our”, “us” or “we”),
I am hereby submitting to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated August 15, 2024
regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Commission
on March 7, 2024 (the “FY2023 Form 10-K”) and Current Report on Form 8-K filed with
the Commission on March 7, 2024 (the  “March 7 Form 8-K”).

For ease of reference, the
headings and numbers of responses set forth below correspond to the headings and numbers in the Staff’s comments, and the Company
has also set forth below, in bold and italics, the text of the Staff’s comments prior to the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2023

Management's Discussion and Analysis of Financial
Condition and Results of Operations

Non-GAAP Financial Measures, page 57

 1. We note you present non-GAAP measures Total Private Jet Flight Transaction Value and Total Flight
Transaction Value. Please address the following:

 · Tell us how you calculate the total gross
spend by members and/or customers for Charter FTV and Other Charter FTV;

 · Clarify if the total gross spend by members
and/or customers are based on amounts that have been recorded in the financial statements. If so, please reconcile to the specific line
items that these amounts are recorded;

 · Show us how you determined that the adjustments
to GAAP flight revenue presented here do not substitute individually tailored revenue recognition and measurement methods for those of
GAAP. Refer to question 100.04 of the Division's Non-GAAP Financial Measures Compliance and Disclosure Interpretation and revise your
disclosures as appropriate.

We note similar issues in your
Form 10-Q for the quarterly period ended June 30, 2024.

Division of Corporation Finance

August 29, 2024

Page 2

The Company respectfully advises the
Staff that, in drafting the FY2023 Form 10-K and the earnings release furnished as an exhibit to the March 7 Form 8-K,
it reviewed and carefully considered Item 10(e) of Regulation S-K, Regulation G, and the Commission’s Compliance
and Disclosure Interpretations for Non-GAAP Financial Measures (the “Non-GAAP Guidance”), as well as the Commission’s
Guidance on Key Performance Indicators and Metrics set forth in the Commission's Release Nos. 33-10751 and 34-88094 (Commission
Guidance on Management’s Discussion and Analysis of Financial Condition and Results of Operations) (the “KPI Guidance”).
The Company believes that its presentation of Private Jet Charter FTV, Other Charter FTV, Total Private Jet Flight Transaction
Value and Total Flight Transaction Value (collectively, the “FTV Measures”) is not misleading and is consistent
with the Commission’s guidance. Please note that subsequent to the FY2023 Form 10-K, we re-labeled “Charter FTV”
as “Private Jet Charter FTV” in subsequent filings with the Commission to enhance clarity, and we use “Private
Jet Charter FTV” in this response.

The Company has divided its response
to first provide a brief background of the components of the Company’s Flight revenue under U.S. generally accepted accounting principles
(“GAAP”), and then to address the Staff’s inquiries in-turn.

Overview of Our Business and Revenue
Recognition

The Company’s primary
business is providing private aviation services. The Company markets its flight services through its: (i) member programs,
where a small annual fee and pre-purchased dollar-denominated credits unlock special flight benefits for members (such flights
fulfilled under our member programs are referred to herein as “Programmatic Flights”); and (ii) charter
relationships with independent registered third-party charter operators that fulfill flights, where the member or customer does not
utilize a member program to book the charter trip (such flights fulfilled under a charter arrangement are referred to herein as
 “Charter Flights”). The Company may fulfill flights, regardless of whether they are Programmatic Flights or
Charter Flights, using its controlled aircraft fleet or a third-party charter operator, depending on many factors, including the
member or customer’s specific mission, aircraft availability and cost-efficiency. However, the ultimate flight service enjoyed
by the member or customer is substantially similar. The Company competes with industry participants that provide an array of private
aviation services, including, but not limited to, use of their controlled aircraft fleets, fractional ownership programs and charter
operations, any combination of which may be used by a private flier to fulfill their flight needs.

Division of Corporation Finance

August 29, 2024

Page 3

As
described under the subheading “Revenue” in Note 2—Summary of Significant Accounting Policies in the FY2023 Form 10-K,
the distinction between whether GAAP Flight revenue is recognized on a gross or net basis lies in the Company’s evaluation of whether
there is a promise to transfer services to the customer, as the principal, or to arrange for services to be provided by another party,
as the agent, using a control model. We recognize revenue from:

 · Programmatic Flights under our member programs
that are fulfilled on a Company-controlled aircraft or by third-party charter operators, where the Company has primary responsibility
as the principal to fulfill the obligation, on a gross basis (“Gross Programmatic Flights”);1

 · Charter Flights outside of our member programs
that are fulfilled on a Company-controlled aircraft, where the Company has primary responsibility as the principal to fulfill the obligation,
on a gross basis (“Gross Charter Flights”); and

 · Charter Flights outside of our member programs
that are fulfilled by third-party charter operators, where the Company acts as an agent to arrange for flight services to be provided
by such third-party, on a net basis (“Net Charter Flights”), calculated as the total amount paid by the member and/or
customer for the full cost of the Charter Flight, less the amount remitted to the third-party charter operator for fulfilling the services
(the “Charter Flight Cost”).

As a result, Flight revenue includes
a mix of revenue recognized on a gross and net basis for substantially similar flight services provided to the member or customer. The
variability in transaction arrangements between Programmatic Flights and Charter Flights is the basis for our presentation of Private
Jet Charter FTV and Other Charter FTV as key operating metrics, and Total Private Jet Flight Transaction Value and Total Flight
Transaction Value as non-GAAP financial measures, as shown below:

    Non-GAAP Reconciliation Item
    Item Classification

    Flight revenue
    GAAP financial measure

    –
    Private
Jet Charter Revenue in Flight revenue2
    Component of a GAAP financial measure

    +
    Private Jet Charter FTV3
    Key operating metric

    =
    Total Private Jet Flight Transaction Value
    Non-GAAP financial measure

    +
    Other
Charter FTV4
    Key operating metric

    =
    Total Flight Transaction Value
    Non-GAAP financial measure

1 There are no Programmatic
Flights for which GAAP Flight revenue is recognized on a net basis.

2 Private Jet Charter Revenue
in Flight revenue represents GAAP Flight revenue attributable to private jet Gross Charter Flights and Net Charter Flights.

3 Private Jet Charter FTV
represents the aggregate total gross spend by members and/or customers, including any applicable taxes, fees and surcharges, for private
jet Gross Charter Flights and Net Charter Flights.

4 Other Charter FTV represents
the aggregate total gross spend by members and/or customers, including any applicable taxes, fees and surcharges, for group charter flights
with 15 or more passengers and cargo flights, all of which are Net Charter Flights, as the Company does not generally provide such services
as the principal.

Division of Corporation Finance

August 29, 2024

Page 4

Notwithstanding the requirements to
present revenue under GAAP, our Chief Executive Officer, the Chief Operating Decision Maker for the Company (our “CODM”),
uses revenue on a gross basis when managing our business, because they believe it provides the most useful measure to understand the total
flight needs that the Company satisfies and our limited ability to alter the mix of our flight activity between Programmatic Flights and
Charter Flights. In addition, the Company’s management periodically provides gross basis information to the Company’s Board
of Directors in its financial and operating updates.

As described in further detail below,
the Company believes that GAAP Flight revenue does not provide sufficient details to investors and external stakeholders necessary to
determine total spend by members and/or customers, and the Company’s revenue producing opportunities. Given the evolution of our
business and our future expectations, we believe that without the FTV Measures, investors and external stakeholders would lose important
information about how our CODM and management team assess our performance, as well as make it difficult for a reader to understand the
mix of revenue attributable to Programmatic Flights and Charter Flights. We believe that the step-by-step manner in which we present these
measures is not misleading, enhances the information available to investors and external stakeholders about how our CODM assesses the
Company’s revenue-generating activities and growth trends, and provides supplemental data about the Company’s relative position
in the primary markets it serves.

Calculation of total gross spend
by members and/or customers for Private Jet Charter FTV and Other Charter FTV

In response to the Staff’s request
above: “Tell us how you calculate the total gross spend by members and/or customers for Charter FTV and Other Charter FTV,”
we note that:

 · Private Jet Charter FTV represents the aggregate
total gross spend by members and/or customers, including any applicable taxes, fees and surcharges, for private jet Gross Charter Flights
and Net Charter Flights; and

 · Other Charter FTV represents the aggregate
total gross spend by members and/or customers, including any applicable taxes, fees and surcharges, for group charter flights with 15
or more passengers and cargo flights, all of which are Net Charter Flights, as the Company does not generally provide such services as
the principal.

The Company has full visibility on
the total gross spend by members and customers for all flights, which our CODM uses to manage our business. The Company invoices and collects
from the member or customer the full amount of Gross Programmatic Flights, Gross Charter Flights and Net Charter Flights, as applicable.
If the Company acts as the principal in the flight transaction, such as for Gross Programmatic Flights and Gross Charter Flights, then
the total amount paid by the member or customer for such flight is recognized as GAAP Flight revenue, on a gross basis. If the Company
acts as the agent in the flight transaction, such as for Net Charter Flights, then the Company remits the Charter Flight Cost to the third-party
charter operator and recognizes the difference between the total amount paid by the member or customer and the Charter Flight Cost for
such Net Charter Flight, on a net basis. We are able to aggregate the total gross spend by members and/or customers using the Company’s
internal accounting records.

Division of Corporation Finance

August 29, 2024

Page 5

Private Jet Charter FTV and
Other Charter FTV are key operating metrics

In response to the Staff’s request
above: “Clarify if the total gross spend by members and/or customers are based on amounts that have been recorded in the financial
statements. If so, please reconcile to the specific line items that these amounts are recorded” . . .

The total gross spend by members and/or
customers attributable to Gross Programmatic Flights and Gross Charter Flights, and “net” revenue from Net Charter Flights,
are recognized in GAAP Flight revenue, which is a component of Revenue in the Company’s consolidated statement of operations. The
total gross spend by members and/or customers attributable to Net Charter Flights is not included as a line item, but its components are
represented in different line items in the Company’s financial statements.

For Net Charter Flights, the accounting
treatment of Charter Flight Cost varies depending on whether the total flight cost is invoiced to, and paid for by, the member or customer
before or at the time of the flight. The amount attributable to a Net Charter Flight that is recognized as GAAP Flight revenue is recorded
in the Company’s consolidated statement of operations, and the Charter Flight Cost is captured as cash, deferred revenue or a payable
in the Company’s consolidated balance sheet at any given time, depending on the arrangement with the member or customer. However,
there is no standalone Charter Flight Cost line item and such amounts cannot be directly derived from other consolidated line items.

As described in further detail below,
the differing treatment between revenue recognized from Gross Programmatic Flights, Gross Charter Flights and Net Charter Flights is the
primary driver behind our presentation of Total Private Jet Flight Transaction Value and Total Flight Transaction Value, and the use of
Private Jet Charter FTV and Other Charter FTV as reconciling adjustments in the related non-GAAP reconciliation. The Company
believes that any need to further reconcile Private Jet Charter FTV and Other Charter FTV to a GAAP measure is alleviated by
the use of “Private Jet Charter Revenue in Flight revenue” in the non-GAAP reconciliation. Private Jet Charter Revenue in
Flight revenue is the portion of GAAP Flight revenue attributable to private jet Gross Charter Flights and Net Charter Flights. We believe
this is an important measure, because it allows investors to readily calculate (i) GAAP Flight revenue attributable to Gross Programmatic
Flights, which is the difference between GAAP Flight Revenue and Private Jet Charter Revenue in Flight revenue, and (ii) private
jet Charter Flight Cost, which is the difference between Private Jet Charter FTV and Private Jet Charter Revenue in Flight revenue.
This step-by-step presentation as a non-GAAP reconciliation allows us to clearly represent our members’ and customers’ aggregate
gross spend on Charter Flights, while also avoiding a confusing or misleading presentation that suggests such measures are substitutes
for GAAP Flight revenue. The Company believes that further non-GAAP reconciliations of Private Jet Charter FTV and Other Charter FTV
are unnecessary given their existing use in the presentation of Total Private Jet Flight Transaction Value and Total Flight Transaction
Value.

Division of Corporation Finance

August 29, 2024

Page 6

Adjustments to GAAP Flight revenue
in relation to the Commission’s Guidance for Non-GAAP Financial Measures and Item 10(e) of Regulation S-K

In response to the Staff’s request
above: “Show us how you determined that the adjustments to GAAP flight revenue presented here do not substitute individually
tailored revenue recognition and measurement methods for those of GAAP. Refer to question 100.04 of the Division's Non-GAAP Financial
Measures Compliance and Disclosure Interpretation and revise your disclosures as appropriate” . . .

The Company believ