Correspondence 0001104659-26-070101 from Wheels Up Experience Inc. (UP)
Wheels Up Experience Inc.
Date: June 3, 2026 · CIK: 0001819516 · Accession: 0001104659-26-070101
AI Filing Summary & Sentiment
File numbers found in text: 333-296202
Letter
2135 American Way
Chamblee, Georgia 30341
June 3, 2026
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Laura Nicholson
Re:
Wheels Up Experience Inc.
Registration Statement on Form S-3 (File No. 333-296202)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Wheels Up Experience Inc. (the “Company”) hereby requests that the Securities and Exchange Commission accelerate the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-296202) (the “Registration Statement”) so that the Registration Statement will become effective at 4:30 p.m., Eastern Time, on Friday, June 5, 2026, or as soon thereafter as is practicable. The Company hereby authorizes Steven Khadavi or Heather M. Ducat, both of whom are attorneys at the Company’s outside legal counsel, Troutman Pepper Locke LLP, to orally modify or withdraw this request for acceleration.
Once the Registration Statement has been declared effective, please orally confirm that event with Mr. Khadavi at (212) 704-6207 or Ms. Ducat at (404) 885-3613. Thank you for your assistance in this matter.
Very truly yours,
WHEELS UP EXPERIENCE INC.
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2135 American Way
Chamblee, Georgia 30341
June 3, 2026
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Laura Nicholson
Re:
Wheels Up Experience Inc.
Registration Statement on Form S-3 (File No. 333-296202)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Wheels Up Experience Inc. (the “Company”) hereby requests that the Securities and
Exchange Commission accelerate the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-296202) (the
“Registration Statement”) so that the Registration Statement will become effective at 4:30 p.m., Eastern Time, on Friday,
June 5, 2026, or as soon thereafter as is practicable. The Company hereby authorizes Steven Khadavi or Heather M. Ducat, both of whom
are attorneys at the Company’s outside legal counsel, Troutman Pepper Locke LLP, to orally modify or withdraw this request for acceleration.
Once the Registration Statement
has been declared effective, please orally confirm that event with Mr. Khadavi at (212) 704-6207 or Ms. Ducat at (404) 885-3613.
Thank you for your assistance in this matter.
Very truly yours,
WHEELS UP EXPERIENCE INC.
By:
/s/ Matthew J. Knopf
Name: Matthew J. Knopf
Title: Chief Legal Officer & Secretary
Cc: Steven Khadavi, Troutman Pepper Locke LLP
Heather M. Ducat, Troutman Pepper Locke LLP
Mark Sorensen, SVP, Deputy General Counsel - Wheels
Up
Oliver Fankhauser, Senior Director, Corporate
Counsel - Wheels Up