SecProbe.io

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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

May 28, 2026
George Mattson
Chief Executive Officer
Wheels Up Experience Inc.
2135 American Way
Chamblee, Georgia 30341
Re: Wheels Up Experience Inc.
Registration Statement on Form S-3
Filed May 22, 2026
File No. 333-296202
Dear George Mattson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Laura Nicholson at 202-551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Heather Ducat

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2135 American Way

Chamblee, Georgia 30341

January 8, 2025

VIA EDGAR AND EMAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:
                            Ms. Claudia Rios

    Re:
    Acceleration Request of Wheels Up Experience
    Inc.

    Registration Statement on Form S-3 (File
    No. 333-284063)

    CIK No. 0001819516

Dear Ms. Rios:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Wheels Up Experience Inc., a Delaware corporation, hereby requests that the effective date of the above-referenced
Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern time, on January 10, 2025,
or as soon thereafter as practicable.

Once the Registration Statement has been declared
effective, we request that you orally confirm that event with our internal counsel, Cozen O’Connor P.C., by calling Seth Popick
at (412) 620-6527.

Thank you for your attention to this matter.

    Very truly yours,

    Wheels Up Experience Inc.

    By:
     /s/ Matthew J. Knopf

    Matthew J. Knopf

    Chief Legal Officer & Secretary

January 3, 2025
George Mattson
Chief Executive Officer
Wheels Up Experience Inc.
2135 American Way
Chamblee, Georgia 30341
Re:Wheels Up Experience Inc.
Registration Statement on Form S-3
Filed December 27, 2024
File No. 333-284063
Dear George Mattson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Claudia Rios at 202-551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jeremiah Garvey, Esq.

October 10, 2024
Todd Smith
Chief Financial Officer
Wheels Up Experience Inc.
2135 American Way
Chamblee, Georgia 30341
Re:Wheels Up Experience Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Filed March 7, 2024
File No. 001-39541
Dear Todd Smith:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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October 4, 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

Response dated August 29, 2024

File No. 001-39541

Dear Sir or Madam:

On behalf of Wheels Up Experience
Inc., a Delaware corporation (the “Company”, “our”, “us”, “we”
or “Wheels Up”), 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 September 24, 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”).

For ease of reference, the
heading and numbering of the response set forth below corresponds to the heading and numbering in the Staff’s comment letter, and
the Company has also set forth below, in bold and italics, the text of the Staff’s comment 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 your response to prior comment 1. Your revenue recognition policy states that if Wheels
Up arranges for services to be provided by another party as the agent, then revenues are recognized on a net basis in the statement of
operations. However, we note you adjust these net revenues to show them on a gross basis in the presentation of your non-GAAP measures
 “Total Private Jet Flight Transaction Value” and “Total Flight Transaction Value.” These non-GAAP measures appear
to violate Rule 100(b) of Regulation G, since the recognition and measurement principles used to calculate the non-GAAP measure are inconsistent
with those to be used under GAAP. Please refer to the second bullet point in question 100.04 of the Division's Non-GAAP Financial Measures
Compliance and Disclosure Interpretations and revise your presentation of these non-GAAP measures and disclosures as appropriate. Please
address similar issues related to these non-GAAP measures presented in your Form 10-Q for the quarterly period ended June 30, 2024 and
Forms 8-K filed on March 7, 2024 and August 8, 2024.

Division of Corporation Finance

 October 4, 2024

Page 2

The Company respectfully acknowledges
the Staff’s comment. The Company originally intended Total Private Jet Flight Transaction Value and Total Flight Transaction Value
(together, the “FTV Measures”) to provide information similar to “Gross Bookings” used by other
registrants in the travel and transportation industries.1 In particular, the Company
found the presentation of “Gross Bookings” by Uber to be a helpful example given certain similarities between certain
of Uber’s and the Company’s revenue recognition policies.2 The table below
shows the similarities between “Gross Bookings” presented by Uber and the FTV Measures presented by the Company:

    Uber3
    Wheels
    Up4

    Definition
    of Applicable Measure
    “Gross Bookings”
    is defined as “the total dollar value, including any applicable taxes, tolls, and fees, of: Mobility rides; Delivery
    orders (in each case without any adjustment for consumer discounts and refunds); Driver and Merchant earnings; Driver incentives
    and Freight revenue. Gross Bookings do not include tips earned by Drivers.”
    “Total
                                            Private Jet Flight Transaction Value” is defined as “the sum of total gross
                                            spend by members and customers on all private jet flight services, which excludes
                                            all group charter flights with 15 or more passengers and cargo flight services.”

                                                                                “We calculate Total Flight Transaction Value as Total Private Jet Flight Transaction Value, plus Other Charter FTV.”

    Stated
    Purpose of the Applicable Measure
    “Gross Bookings are
    an indication of the scale of our current platform, which ultimately impacts revenue.”
    “We include Total Private
    Jet Flight Transaction Value and Total Flight Transaction Value as supplemental measures for assessing the size of the markets
    which we serve.”

    Presentation
    Method
    Key performance metric
    Non-GAAP financial measures

(emphasis added)

1
See e.g. the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Commission on February 9, 2024
by Expedia Group, Inc. (File No.: 001-37429); the Annual Report on Form 10-K for the year ended December 31, 2023
filed with the Commission on February 20, 2024 by Lyft, Inc. (File No.: 001-38846); and the Annual Report on Form 10-K
for the year ended December 31, 2023 filed with the Commission on February 15, 2024 (the “Uber 10-K”)
by Uber Technologies, Inc. (“Uber”) (File No.: 001-38902).

2
Uber’s revenue recognition policy states, in part: “where our role is to provide the Uber Service to Drivers and Merchants
to facilitate a successful trip or Delivery service, we do not control and are not primarily responsible for the good or service provided
by Drivers and Merchants to end-users. In these transactions, Mobility and Delivery revenue is recorded on a net basis.
In certain other markets, we agree to provide Mobility or Delivery services to end-users for a fee. In these markets, we are primarily
responsible for the services and present the respective Mobility and Delivery revenue on a gross basis.” (emphasis
added) See page 87 of the Uber 10-K for details on Uber’s revenue recognition policies.

The Company’s revenue recognition policy
states, in part: “If Wheels Up has primary responsibility to fulfill the obligation, then the revenue and the associated costs are
reported on a gross basis in the consolidated statements of operations. Revenue and the associated costs are recognized
on a net basis when acting as an agent to arrange for services to be provided by another party . . .” (emphasis
added) See page 69 of the FY2023 Form 10-K for details on the Company’s revenue recognition policies.

3
See page 60 of the Uber 10-K for Uber’s description of “Gross Bookings,” its definition and an explanation
of how its management uses such key performance metric. Uber draws no direct comparison between “Gross Bookings” and
GAAP revenue, but cites that it “ultimately impacts GAAP revenue.” In light of Uber’s revenue recognition policy, it
appears the “total dollar value” represented by “Gross Bookings” likely includes, among perhaps others,
a combination of: (i) GAAP revenue recognized on a gross basis; (ii) GAAP revenue recognized on a net basis; and (iii) the
 “grossed up” portion of GAAP revenue recognized on a net basis that allows for the computation of “total dollar value.”
This appears to be similar to the Company’s FTV Measures.

4
See page 41 of the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2024 filed with the
Commission on August 8, 2024 (the “2Q 2024 Form 10-Q”) for the Company’s description of
the FTV Measures, the related definitions and an explanation of how management uses such FTV Measures.

Division of Corporation Finance

 October 4, 2024

Page 3

In the Company’s letter to the
Staff dated August 29, 2024 (the “Response Letter”), it stated that the Company presented the FTV Measures as
supplemental, not substitute, measures for GAAP Flight revenue. We believe that the Staff’s comment inherently suggests that any
revised version of, or replacement for, the FTV Measures should be de-coupled from GAAP revenue, both structurally by removing the
FTV Measures as non-GAAP measures and by modifying the definition of each term.

A leading reason for the Company’s
original presentation of the FTV Measures as non-GAAP financial measures rather than as key performance metrics was to provide supplemental
information that the Company believes is useful to investors and external stakeholders and that management uses to assess the Company’s
performance, namely Private Jet Charter FTV and Other Charter FTV, which were presented in the non-GAAP reconciliation. However, the Staff’s
comment suggests that the continued disclosure of Private Jet Charter FTV and Other Charter FTV in the Company’s future filings
with the Commission would not comport with the Commission’s guidance. The Company believes that the presentation of a metric similar
to Uber’s “Gross Bookings,” which is de-coupled from GAAP revenue, both structurally and by definition and use,
would align with the Commission’s guidance.

In light of the Staff’s comment
and after reviewing comparable examples by other registrants, the Company intends to:

 (i) omit the presentation of the FTV Measures as non-GAAP financial measures, and Private Jet Charter
FTV and Other Charter FTV as key performance metrics in future filings with the Commission; and

 (ii) for prospective filings with the Commission beginning with the Company’s Quarterly Report on Form 10-Q
for the three months ended September 30, 2024 (the “3Q 2024 Form 10-Q”):

 a. to comport with the generally accepted usage of substantially similar key performance metrics by other
registrants, revise the titles of (1) “Total Private Jet Flight Transaction Value” to “Private Jet Gross Bookings,”
(2) “Total Flight Transaction Value” to “Total Gross Bookings,” and (3) “Total Private Jet
Flight Transaction Value per Live Flight Leg” to “Private Jet Gross Bookings per Live Flight Leg”;

 b. present “Private Jet Gross Bookings,” “Total Gross Bookings” and “Private
Jet Gross Bookings per Live Flight Leg” as key performance metrics; and

 c. supplement the qualitative disclosures for such key performance metrics with certain additional details
described in the Response Letter.

Division of Corporation Finance

 October 4, 2024

Page 4

Below is an example
of the Company’s proposed revisions regarding Private Jet Gross Bookings, Total Gross Bookings and Private Jet Gross Bookings
per Live Flight Leg for future filings with the Commission, using our 2Q 2024 Form 10-Q disclosures as an example, which the
Company believes addresses the Staff’s comment.

Key Operating Metrics

    Three Months Ended June 30,

    2024
    2023
    % Change

    Private Jet Gross Bookings(1)
    $ 216,843
    $ 266,714
      (19 )%

    Total Gross Bookings(1)
    $ 265,346
    $ 321,918
      (18 )%

    Live Flight Legs
      12,855
      18,137
      (29 )%

    Private Jet Gross Bookings per Live Flight Leg
    $ 16,868
    $ 14,706
      15 %

      Six Months Ended June 30,

      2024
      2023
      % Change

    Private Jet Gross Bookings(1)
    $ 408,606
    $ 524,823
      (22 )%

    Total Gross Bookings(1)
    $ 490,020
    $ 611,110
      (20 )%

    Live Flight Legs
      24,609
      33,526
      (27 )%

    Private Jet Gross Bookings per Live Flight Leg
    $ 16,604
    $ 15,654
      6 %

 (1) Amount shown in thousands.

Division of Corporation Finance

 October 4, 2024

Page 5

Private Jet Gross Bookings & Total
Gross Bookings

We define Private Jet Gross Bookings
as the total gross spend by our members and customers on all private jet flight services under our member programs and charter offerings
(excluding all group charter flights, which are charter flights with 15 or more passengers (“Group Charter Flights”), and
cargo flight services (“Cargo Services”)). We believe Private Jet Gross Bookings provides useful information about the
aggregate amount our members and customers spend with Wheels Up versus our competitors.

We define Total Gross Bookings
as the total gross spend by our members and customers on all private jet flight services under our member programs and charter offerings,
Group Charter Flights and Cargo Services. We believe Total Gross Bookings provides useful information about the scale of the overall
global aviation solutions that we provide our members and customers.

For each of Private Jet Gross Bookings
and Total Gross Bookings, the total gross spend by our members and customers is the amount invoiced to the member or customer, and
includes the cost of the flight and related services, such as catering, ground transportation, certain taxes, fees and surcharges. We
use Private Jet Gross Bookings and Total Gross Bookings to provide useful information for historical period-to-period comparisons
of our business and to identify trends, including relative to our competitors. Our calculation of Private Jet Gross Bookings and
Total Gross Bookings may not be comparable to similarly titled measures reported by other companies.

Private Jet Gross Bookings
per Live Flight Leg

We use Private Jet Gross Bookings
per Live Flight Leg to measure the average gross spend by our members and customers on all private jet flight services under our member
programs and charter offerings (excluding Group Charter Flights and Cargo Services) for each Live Flight Leg.

For the Company’s forthcoming
3Q 2024 Form 10-Q, the Company proposes to add to the description of “Private Jet Gross Bookings & Total Gross Bookings”
the following:

“In the Company’s Annual
Report on Form 10-K for the year ended December 31, 2023 and Quarterly Reports on Form 10-Q for each of the three months ended
March 31, 2024 and June 30, 2024, as well as certain other earnings materials furnished in connection therewith, “Total
Private Jet Flight Transaction Value” and “Total Flight Transaction Value” were presented as non-GAAP financial measures,
and “Total Private Jet Flight Transaction Value per Live Flight Leg” was presented as a key operating metric. To improve the
clarity of our reports filed with the U.S. Securities and Exchange Commission and to use comparable terminology to other registrants,
beginning with this Quarterly Report, we relabeled “Total Private Jet Flight Transaction Value,” “Total Flight Transaction
Value” and “Total Private Jet Flight Transaction Value per Live Flight Leg” as Private Jet Gross Bookings, Total
Gross Bookings and Private Jet Gross Bookings per Live Flight Leg, respectively. In addition, we now present Private Jet Gross Bookings
and Total Gross Bookings as key operating metrics given their usage. We will no longer present Private Jet Charter FTV or Other Charter
FTV, which were included in such past filings.”

Division of Corporation Finance

 October 4, 2024

Page 6

The Company believes that this alternate
presentation will be useful for investors and other external stakeholders, is not misleading, and is otherwise in-line with Item 10(e)
of Regulation S-K, Regulation G, the Commission’s Compliance and Disclosure Interpretations for Non-GAAP Financial Measures
and 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).

If you have any questions, please contact Jeremiah
Garvey of Cozen O’Connor P.C. by telephone at (412) 620-6570 or via email at jgarvey@cozen.com, or Seth Popick of Cozen O’Connor
P.C. by telephone at (412) 620-6527 or via email at spopick@cozen.com.

Sincerely,

WHEELS UP EXPERIENCE INC.

    By:
    /s/
    Eric Cabezas

    Eric Cabezas,

    Interim Chief Financial Officer

    cc:
    Matthew Knopf, Esq.

    Mark Sorensen, Esq.

    Oliver Fankhauser, Esq.

    Jeremiah G. Garvey, Esq.

    Seth H. Popick, Esq

September 24, 2024
Todd Smith
Chief Financial Officer
Wheels Up Experience Inc.
2135 American Way
Chamblee, Georgia 30341
Re:Wheels Up Experience Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Response dated August 29, 2024
File No. 001-39541
Dear Todd Smith:
            We have reviewed your August 29, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our [Month day, year] letter.
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
We note your response to prior comment 1. Your revenue recognition policy states that if
Wheels Up arranges for services to be provided by another party as the agent, then
revenues are recognized on a net basis in the statement of operations. However, we note
you adjust these net revenues to show them on a gross basis in the presentation of your
non-GAAP measures “Total Private Jet Flight Transaction Value” and “Total Flight
Transaction Value.” These non-GAAP measures appear to violate Rule 100(b) of
Regulation G, since the recognition and measurement principles used to calculate the non-
GAAP measure are inconsistent with those to be used under GAAP. Please refer to the
second bullet point in question 100.04 of the Division's Non-GAAP Financial Measures
Compliance and Disclosure Interpretations and revise your presentation of these non-
GAAP measures and disclosures as appropriate. Please address similar issues related to 1.

September 24, 2024
Page 2
these non-GAAP measures presented in your Form 10-Q for the quarterly period ended
June 30, 2024 and Forms 8-K filed on March 7, 2024 and August 8, 2024.

            Please contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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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

August 15, 2024
Todd Smith
Chief Financial Officer
Wheels Up Experience Inc.
2135 American Way
Chamblee, Georgia 30341
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 Todd Smith:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
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.

August 15, 2024
Page 2
Financial Statements
6. Acquisitions and Divestitures
Divestiture of Aircraft Management Business, page 102
2.We note your disclosure that on September 30, 2023, you completed the sale of your non-
core aircraft management business. Provide us with your detailed analysis performed
under ASC 205-20-45 in determining the disposal of non-core aircraft management
business did not qualify as discontinued operations  or revise to separately report the
results of operations of non-core aircraft management business as discontinued
operations on your consolidated statement of operations as required by ASC 205-20.
Item 9A. Controls and Procedures, page 133
3.We note your management concluded that your disclosure controls and procedures were
not effective as of the end of the period covered by the report due to failure to timely file a
Current Report on Form 8-K to announce the disposition of the non-core aircraft
management business. Please tell us how the ineffective conclusion reached in your
disclosure control and procedures affected management’s conclusion regarding the
effectiveness of your internal control over financial reporting as of the end of the fiscal
year covered by your Form 10-K. If you continue to believe that your internal control over
financial reporting was effective, provide us with a discussion of the factors you
considered and highlight for us those factors that supported your conclusion.
Alternatively, please amend your Form 10-K to disclose management's revised conclusion
on the effectiveness of your internal control over financial reporting (i.e., not effective as
of the end of the fiscal year).
Form 8-K filed March 7, 2024
Exhibit 99.1, page 1
4.Considering the comment 1 above, please revise the applicable non-GAAP measures and
related disclosures as appropriate. We also note the similar issues in your Form 8-K filed
on August 8, 2024.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
             Please contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
April 14, 2023
Kenneth Dichter
Chief Executive Officer
Wheels Up Experience Inc.
601 West 26th Street, Suite 900
New York, New York 10001
Re:Wheels Up Experience Inc.
Form 8-K/A filed March 31, 2023
File No. 001-39541
Dear Kenneth Dichter:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

April 13, 2023

VIA EDGAR

    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 8-K/A filed March 31, 2023

File No. 001-39541

Dear Sir or Madam:

On behalf of Wheels Up Experience Inc., a Delaware
corporation (the “Company”), the Company is 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 April 10, 2023 regarding the Company’s Current Report on Form 8-K/A
filed March 31, 2023 (the “Form 8-K/A”).

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 8-K/A filed March 31, 2023

Exhibit 99.1, page 7

 1. We note your reconciliations of non-GAAP Financial Measures
at pages 7, 8 and 9 of Exhibits 99.1 and 99.2 to your amended Form 8-K. Please note that the presentation of a full non-GAAP income statement
may place undue prominence to the non-GAAP information and may give the impression that the non-GAAP income statement represents a comprehensive
basis of accounting. Please confirm to us that you will not present non-GAAP consolidated income statements in future filings. Please
refer to Question 102.10 of the Non-GAAP Financial Measures Codification and Discl/osure Interpretations.

   The Company respectfully acknowledges the Staff’s comment and confirms that, to the extent it
                                                                                      discloses a reconciliation of net income (loss) to a non-GAAP financial measure in future filings, it will not present a non-GAAP
                                                                                      consolidated income statement, as such term is described in Question 102.10 of the Non-GAAP Financial Measures Codification and
                                                                                      Disclosure Interpretations.

Division of Corporation Finance

April 13, 2023

Page 2

If you have any questions, please contact Todd Smith by telephone at
(929) 504-4850 or via email at Todd.Smith@WheelsUp.com or Laura Heltebran by telephone at (646) 476-0349 or via email at Laura.Heltebran@wheelsup.com.

Sincerely,

    WHEELS UP EXPERIENCE INC.

    By:
    /s/ Todd Smith

    Name:
    Todd Smith

    Title:
    Chief Financial Officer

Cc: Laura Heltebran, Esq.

  Mark Sorensen, Esq.

  Jeremiah G. Garvey, Esq.

  Seth H. Popick, Esq.

United States securities and exchange commission logo
April 10, 2023
Kenneth Dichter
Chief Executive Officer
Wheels Up Experience Inc.
601 West 26th Street, Suite 900
New York, New York 10001
Re:Wheels Up Experience Inc.
Form 8-K/A filed March 31, 2023
File No. 001-39541
Dear Kenneth Dichter:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K/A filed March 31, 2023
Exhibit 99.1, page 7
1.We note your reconciliations of non-GAAP Financial Measures at pages 7, 8 and 9 of
Exhibits 99.1 and 99.2 to your amended Form 8-K. Please note that the presentation of a
full non-GAAP income statement may place undue prominence to the non-GAAP
information and may give the impression that the non-GAAP income statement represents
a comprehensive basis of accounting.  Please confirm to us that you will not present non-
GAAP consolidated income statements in future filings. Please refer to Question 102.10
of the Non-GAAP Financial Measures Codification and Disclosure Interpretations.

 FirstName LastNameKenneth Dichter
 Comapany NameWheels Up Experience Inc.
 April 10, 2023 Page 2
 FirstName LastName
Kenneth Dichter
Wheels Up Experience Inc.
April 10, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Craig Arakawa,
Accounting Branch Chief, at 202-551-3650 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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    August 4, 2022

    Jeremiah G. Garvey

    Direct Phone	412-620-6570

    Direct Fax	412-275-2370

    jgarvey@cozen.com

    Via EDGAR

    Timothy Levenberg, Special Counsel

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and  Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Wheels Up Experience Inc.

Response to the Staff’s Comments on Post-Effective Amendment No. 2 to Form S-1 on Form S-3 Filed on July 20, 2022

File No. 333-258418

Dear Mr. Levenberg:

On behalf of our client, Wheels Up Experience Inc., a Delaware corporation
(the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) this letter setting forth the Company’s responses to the comment contained in the
Staff’s letter dated August 3, 2022 regarding the Company’s Post-Effective Amendment No. 2 to Form S-1 on Form S-3 filed via
EDGAR to the Commission on July 20, 2022 (the “Post-Effective Amendment”).

Concurrently with the submission of this letter, the Company is filing
Post-Effective Amendment No. 3 to Form S-1 on Form S-3 (the “Revised Post-Effective Amendment”) via EDGAR to the Commission
for review.

The Staff’s comments are repeated below in bold and are
followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in
the Revised Post-Effective Amendment.

Timothy Levenberg

August 4, 2022

Page 2

General

 1. We note that you completed your initial business combination on July 13, 2021. It does not appear that you satisfied General
Instruction I.A.3 of Form S-3 when you filed Post-Effective Amendment No. 2 to Form S-1 on Form S-3 on July 20, 2022, as the combined
entity had less than 12 calendar months of post-combination Exchange Act reporting history at such time. For guidance, refer to Securities
Act Forms Compliance and Disclosure Interpretations 115.06 and 115.18. Please file an amendment using a form for which you are eligible
on the filing date of the amendment.

The Company respectfully acknowledges the Staff’s comment
and has filed the Revised Post-Effective Amendment following August 1, 2022, the date on which the Company had 12 calendar months of post-combination
Exchange Act reporting history pursuant to Securities Act Forms Compliance and Disclosure Interpretations 115.06 and 115.18.

* * *

If you have any questions regarding the Revised Post-Effective Amendment,
please contact Jeremiah G. Garvey by telephone at (412) 620-6527 or via e-mail at jgarvey@cozen.com or Seth Popick by telephone at (412)
620-6527 or via email at spopick@cozen.com.

Sincerely,

COZEN O’CONNOR

/s/ Jeremiah G. Garvey

By: Jeremiah G. Garvey

CJB

cc: Laura Nicholson, Esq.

Laura Heltebran, Esq.

Seth H. Popick, Esq.

United States securities and exchange commission logo
August 9, 2021
Kenneth Dichter
Chief Executive Officer, Chairman of the Board
Wheels Up Experience Inc.
601 West 26th Street
New York, NY 10001
Re:Wheels Up Experience Inc.
Registration Statement on Form S-1
Filed August 3, 2021
File No. 333-258418
Dear Mr. Dichter:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Christopher Peterson, Esq.

CORRESP
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ASPIRATIONAL CONSUMER LIFESTYLE CORP.

1 Kim Seng Promenade

#18-07/12 Great World City

Singapore 237994

June 21, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Attn:
  Irene Barberena-Meissner

  Loan Lauren Nguyen

  Jennifer O’Brien

  Ethan Horowitz

  Division of Corporation Finance

  Office of Energy & Transportation

  RE:
  Aspirational Consumer Lifestyle Corp. (the “Company”)

    Registration Statement on Form S-4

    File No. 333-254304

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act
of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on
Form S-4 (File No. 333-254304) be accelerated by the Securities and Exchange Commission to 8:00 a.m., Washington D.C. time, on June 23,
2021, or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call to Howard Ellin of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2438 and that such effectiveness also
be confirmed in writing.

 [Signature page
follows]

    Very truly yours,

    Aspirational Consumer Lifestyle Corp.

    By:
    /s/ Ravi Thakran

    Name:
    Ravi Thakran

    Title:
     Chief Executive Officer and Chairman

  cc:
  Howard Ellin

  Skadden, Arps, Slate, Meagher & Flom LLP

  cc:
  Christopher M. Barlow

  Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
June 8, 2021
Ravi Thakran
Chief Executive Officer
Aspirational Consumer Lifestyle Corp.
1 Kim Seng Promenade
#18-07/12 Great World City
Singapore 237994
Re:Aspirational Consumer Lifestyle Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed May 27, 2021
File No. 333-254304
Dear Mr. Thakran:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4
Background to the Business Combination, page 123
1.Please expand your disclosure regarding your discounted future enterprise value analysis
to explain why Aspirational's management selected mature comparable companies in
analogous markets with related business models instead of the companies it selected for
the pro forma enterprise value analysis to determine the implied one-year forward
EBITDA multiple of 25.0x applied to WUP’s forecast Adjusted EBITDA.
2.We note your new disclosure that the one-year forward EBITDA multiple of 25.0x was
determined with reference to WUP’s target growth and margin profile at maturity, and the
public market valuations of companies Aspirational’s management believed to be mature

 FirstName LastNameRavi Thakran
 Comapany NameAspirational Consumer Lifestyle Corp.
 June 8, 2021 Page 2
 FirstName LastName
Ravi Thakran
Aspirational Consumer Lifestyle Corp.
June 8, 2021
Page 2
comparable companies in analogous markets with related business models.  Please revise
to describe the target growth and margin profile at maturity that you refer to in this
analysis.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Ethan
Horowitz, Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Christopher M. Barlow, Esq.

United States securities and exchange commission logo
May 17, 2021
Ravi Thakran
Chief Executive Officer
Aspirational Consumer Lifestyle Corp.
1 Kim Seng Promenade
#18-07/12 Great World City
Singapore 237994
Re:Aspirational Consumer Lifestyle Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed May 6, 2021
File No. 333-254304
Dear Mr. Thakran:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 12, 2021 letter.
Amendment No 1 to Registration Statement on Form S-4
Background to the Business Combination, page 123
1.We note your disclosure in response to our prior comment 12 that the enterprise value for
WUP implied valuation multiples that compared favorably to those of the comparable
publicly traded companies, being either consistent with or at a discount to the projected
revenue multiples of the comparable companies and their respective industries.  Please
revise to disclose the valuation multiples implied by the enterprise value of WUP that
compared favorably to those of the comparable companies and the valuation multiples of
the comparable companies to which WUP's implied valuation multiples were compared
which were considered by management.  Please also consider including this information

 FirstName LastNameRavi Thakran
 Comapany NameAspirational Consumer Lifestyle Corp.
 May 17, 2021 Page 2
 FirstName LastNameRavi Thakran
Aspirational Consumer Lifestyle Corp.
May 17, 2021
Page 2
in a chart or table.
2.You disclose here that WUP's enterprise value implied a material discount to the present
value of the potential future enterprise value of the business, calculated by applying an
"implied forward EBITDA" multiple to "WUP’s forecast EBITDA in fiscal year 2025"
and discounting that value at various rates of return.  Please revise to describe the
discounted cash flow analysis you suggest in this determination, including disclosing
the implied forward EBITDA multiple applied to WUP's forecast EBITDA in fiscal 2025
and how the forward EBITDA multiple was determined, WUP's forecast EBITDA in
fiscal 2025, the discount rates used in the analysis, the present value of the potential future
enterprise value of the business calculated by this analysis, and related material
assumptions.
Legal Proceedings, page 203
3.Please update the legal proceedings disclosure here as necessary to address the recent
legal developments noted on page F-24.
WUP’s Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Results of Our Operations for the Year Ended December 31, 2020 Compared to the Year Ended
December 31, 2019, page 248
4.We note the revisions made in response to prior comment 23.  Please provide additional
information quantifying the change in all financial statement line items between periods.
For example, quantify in dollars the effect of increases in Live Flight Legs and revenue
per leg on the change in flight revenue.
Report of Independent Registered Public Accounting Firm, page F-2
5.It appears that the city and state where the accountants’ report was issued was
inadvertently omitted from the report.  Please obtain and file a revised report that complies
with Rule 2-02(a)(3) of Regulation S-X.
Audited Consolidated Financial Statements of Wheels Up Partners Holdings LLC
Note 2. Summary of Significant Accounting Policies
Segment Reporting, page F-33
6.In response to prior comment 27, you explain that operating results “are regularly
provided to and reviewed in total by the CODM in order to make decisions about the
allocation of resources and to assess performance.”  Please describe for us in more detail
the processes utilized by the CODM in making resource allocation decisions and assessing
performance, including a summary of how information provided as part of the monthly
management reporting package is regularly used.  In addition, tell us whether there are
any members of management responsible for overseeing specific services you offer to
your customers.

 FirstName LastNameRavi Thakran
 Comapany NameAspirational Consumer Lifestyle Corp.
 May 17, 2021 Page 3
 FirstName LastName
Ravi Thakran
Aspirational Consumer Lifestyle Corp.
May 17, 2021
Page 3
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Ethan
Horowitz, Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-664-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Christopher M. Barlow, Esq.

United States securities and exchange commission logo
April 12, 2021
Ravi Thakran
Chief Executive Officer
Aspirational Consumer Lifestyle Corp.
1 Kim Seng Promenade
#18-07/12 Great World City
Singapore 237994
Re:Aspirational Consumer Lifestyle Corp.
Registration Statement on Form S-4
Filed March 15, 2021
File No. 333-254304
Dear Mr. Thakran:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed on March 15, 2021
Selected Definitions, page v
1.Please provide definitions for "Exchange Ratio" and "TAM" here or at another appropriate
section.
Why is Aspirational proposing the Business Combination?, page xiv
2.Please revise to disclose the Aspirational board of directors did not obtain an opinion from
an independent investment banking firm or from an independent accounting firm that such
initial business combination with WUP is fair to the Company from a financial point of
view.

 FirstName LastNameRavi Thakran
 Comapany NameAspirational Consumer Lifestyle Corp.
 April 12, 2021 Page 2
 FirstName LastNameRavi Thakran
Aspirational Consumer Lifestyle Corp.
April 12, 2021
Page 2
What are the U.S. federal income tax consequences of the Domestication?, page xx
3.The disclosure here and on page 168 suggests that it is intended that the Domestication
qualify as an F Reorganization and that U.S. Holders of Aspirational Class A ordinary
shares or warrants generally should not recognize gain or loss for U.S. federal income tax
purposes on the Domestication.  You further state on page 168 that because the
Domestication will occur immediately prior to any redemption of Aspirational Class A
ordinary shares pursuant to the exercise of U.S. Holders’ redemption rights, U.S. Holders
exercising such redemption rights will be subject to the potential tax consequences of the
Domestication.  As a result, it appears that the tax consequences may be material to
shareholders.  Please revise your disclosures to identify tax counsel and file a related
opinion or provide us an analysis explaining why it is not necessary to do so.  For
guidance, refer to Section III of Staff Legal Bulletin 19 (Oct. 14, 2011).
What conditions must be satisfied to complete the Business Combination?, page xxiv
4.Please revise to clarify the Minimum Trust Condition and the PIPE Investment Amount
are conditions that must be satisfied or waived to complete the business combination.
Summary, page 1
5.We note your use of industry and market data here and throughout the prospectus derived
from studies or reports prepared by third-parties, including IBIS, GAMA, Wall Street
Equity Research, Capgemini Financial Services, McKinsey & Company, and Argus.
Please revise to include the names and dates of these studies or reports.  To the extent that
you commissioned any of the third-party data that you cite in the prospectus, also provide
the consent of the third-party in accordance with Rule 436.  Please also provide us with
supplemental support, or in the alternative provide citations, for all statements that utilize
industry or market data or relate to your competitive position within your industry.
6.Revise to define and include additional context for the use of the term "Net Promoter
Score."
Parties to the Business Combination, page 13
7.Please revise to describe the Blockers who hold equity interests in WUP and are parties to
the business combination.

Organizational Structure, page 23
8.Please revise the diagrams to clearly identify ownership percentages of the different
security holder groups, such as the sponsor, the public shareholders of Aspirational,
existing shareholders of WUP, WUP Blockers, and the PIPE investors under both no and
maximum redemption scenarios.

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Risk Factors
The provisions of the Proposed Certificate of Incorporation requiring exclusive forum in the
Court of Chancery of the State of Delaware, page 77
9.You state here that "Notwithstanding the foregoing, the Proposed Certificate of
Incorporation provides that the exclusive forum provision will not apply to suits brought
to enforce a duty or liability created by the Securities Act or the Exchange Act."
However, Section 12.2 of your proposed form of certificate of incorporation provides that
federal district courts will be the sole and exclusive forum for Securities Act claims.
Please revise your disclosure here and on page 303 to clarify that federal district courts
will be the sole and exclusive forum for Securities Act claims or advise.
Background to the Business Combination, page 115
10.We note your disclosure that Aspirational’s management team reviewed over 100
potential business combination targets and made contact with representatives of more than
50 such potential combination targets to discuss the potential for a business combination
transaction beginning in September 30, 2020 through December 1, 2020.  However your
disclosure in this section appears to focus almost exclusively on the WUP transaction.
Please expand your discussion in this section to describe the process utilized to evaluate
the 50 potential targets.  You further disclose on page 126 that "the proposed Business
Combination represents the best potential business combination for Aspirational based
upon the process utilized to evaluate and assess other potential acquisition targets, and the
Aspirational board of directors’ belief that such processes had not presented a better
alternative." Please discuss the information gathered, how and by whom it was evaluated,
the negotiations which occurred, and any alternative offers that were made or received.
Your disclosure should clearly describe the reasons you did not further considered any
alternative proposal and explain why Aspirational deems the business combination with
WUP to be superior to available alternatives.
11.We note that on November 16, 2020, Aspirational's initial term sheet proposed a pre-
transaction equity valuation of WUP of $1.785 billion, and on November 24, 2020,
Aspirational proposed an increased pre-transaction equity value of $1.885 billion and an
earnout in favor of WUP equityholders consisting of up to 9,000,000 shares in three equal
tranches to be issuable upon the achievement of share price thresholds of $12.50, $15.00
and $17.50, respectively.  Please revise to discuss why Aspirational increased WUP's pre-
transaction equity value to $1.885 billion and proposed the earnount in favor of WUP
equityholders.
12.In relation to your disclosure that Aspirational's board concluded that the Business
Combination and the Merger Agreement are in the best interests of Aspirational and its
shareholders, please revise your disclosure to provide further detail regarding how the
valuation of WUP was determined and approved.  For example, we note your disclosure
that WUP's enterprise value was based, in part, on Aspirational’s management’s analysis

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of comparable companies in analogous markets (including asset intensive
eCommerce/marketplace, transportation and travel platforms and consumer subscription,
such as Vroom, Inc., Carvana Co., Opendoor Technologies Inc., Uber Technologies, Inc.,
Lyft, Inc., Airbnb, Inc., Blade, Netflix Inc., Peloton Interactive, Inc., Spotify Technology
S.A. and Chewy, Inc., and their public trading market valuations implying 2021 and 2022
projected revenue multiples ranging from 2.1x — 23.5x and 1.3x — 17.1x, respectively
(in all cases based on publicly available market data as of December 28, 2020)).  Please
revise your disclosure to provide more details regarding this analysis, including the
valuations and other financial data related to these companies used to derive the ranges of
their 2021 and 2022 projected revenue multiples, and explain how this analysis was
applied to determine WUP's enterprise value.  In addition, disclose the criteria used to
select these companies.
13.We note the negotiations which occurred from December 1, 2020 through execution of the
agreement on February 1, 2021 generally described on pages 118 - 124.  Revise your
description of this iterative process to discuss in greater detail the substance of meetings
and calls, including the material terms that were discussed, how parties' positions differed,
and how issues were resolved.  Your revised disclosure should ensure that investors are
able to understand how the terms of the business combination evolved during negotiations
and why Aspirational's board approved the initial business combination with WUP and
recommended that it is in the "best interests of Aspirational and its shareholders."  To the
extent that certain terms were deemed not subject to negotiation, please disclose this fact.
14.We note that throughout October and November 2020 various members of management or
representatives of Aspirational and WUP participated in meetings to discuss the potential
business combination transaction with WUP.  Revise to clarify the members of
management or representatives of Aspirational and WUP who participated in the
referenced meetings.
Aspirational's Board of Directors' Reasons for the Business Combination, page 124
15.Clarify here that your independent directors, as members of the Aspirational board of
directors, considered the terms of the initial business combination and related merger
agreement and that you did not have a separate committee of independent directors to
consider the initial business combination with WUP.  We note your disclosure on page
129.
Unaudited Prospective Financial Information of WUP, page 132
16.We note your disclosure regarding the financial projections provided by WUP's senior
management to Aspirational.  Please disclose, and quantify as appropriate, the material
assumptions underlying these projections.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjusted to the Unaudited Pro Forma Condensed Combined Balance Sheet, page 185

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17.Revise to explain why pro forma adjustment (F) excludes WUP common interests subject
to WUP awards.
18.Tell us why pro forma adjustment (F) assumes the vesting and exchange of all WUP
Restricted Interests for shares of Class A common stock and the vesting and cash exercise
of all Wheels Up Options for shares of Class A common stock.  As part of your response
explain how this pro forma adjustment is consistent with the planned treatment for
restricted interests and options in the proposed business combination as described on
pages 93-94 of your filing.
19.We note that pro forma adjustment (J) reflects WUP Profits Interests after conversion into
Wheels UP PI Units, which will be exchangeable for 10,755,952 shares of Wheels Up
Class A common stock.  Tell us why the converted PI Units are considered non-
controlling interests and how the amount for the pro forma adjustment was derived.
20.Revise to explain how the tax benefits to be retained through the Up-C structure were
considered in pro forma adjustment (K).  Reference is made to the description of this
structure on page 23 of your filing.
WUP'S Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Impact of COVID-19, page 236
21.Disclosure in the risk factor section of your filing indicates that “the initiatives and
measures put in place to limit the spread of COVID-19 have added material costs to our
business, including additional costs in connection with the implementation of our Wheels
Up Safe Passage™ program of enhanced safety, cleanliness and health protocols and
guidelines introduced in response to the outbreak of COVID-19.”  Please expand MD&A
to better explain the particular impact of COVID-19 on WUP’s financial condition and
operations.  In addition, clarify WUP’s expectations for the future impact of COVID-19
and response to evolving events and how WUP is planning for COVID-19-related
uncertainties.  Refer to CF Disclosure Guidance Topics 9 and 9A.
Key Operating Metrics, page 239
22.From page 215 of your filing, we note that a decline in occupied flight hours is
identified as corresponding with a reduction in flight revenue due to the COVID-19
pandemic.  Tell us whether occupied flight hours is considered to be a key operating
metric, and if so, include it as part of your disclosure here.

Results of Our Operations for the Year Ended December 31, 2020 Compared to the Year Ended
December 31, 2019, page 241
23.Revise the discussion and analysis of WUP’s operating results to better explain and
quantify the causal factors that generated income statement variances between periods for

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which financial statements are presented.  Your revised disclosure should address the full
amount of the change between periods for each of your financial statement line items.
Refer to Item 303 of Regulation S-K.
Critical Accounting Policies and Estimates
Equity-Based Compensation, page 252
24.We note that no compensation cost related to restricted interests issued by WUP has been
recognized as the performance condition for these awards was not deemed probable of
being achieved.  However, based on the disclosure per page F-58, it appears that a
transaction such as the proposed business transaction would result in the vesting of these
awards.  We also note that the vesting schedule for various equity-based compensation
awards will be partially accelerated in connection with the proposed business
combination.  Tell us how the proposed business combination along with plans to
accelerate the vesting of outstanding equity-based compensation awards will be accounted
for with reference to the relevant guidance per FASB ASC 718-10.
25.We note the disclosure regarding the process through which the fair value of WUP’s
common interests is determined.  Provide us with an explanation for the differences
between the value of common interests underlying recently granted equity-based
compensation awards compared to the fair value implied by the proposed business
combination.  As necessary, include information regarding specific grants of equity-based
compensation awards and their conversion as part of the planned transaction.
Management of Wheels Following the Business Combination, page 256
26.A number of the biographical descriptions of your officers and directors are unclear with
regard to the most recent five years of business experience, including positions held
during that time.  Please revise the biographical descriptions of your officers and directors
to eliminate any gaps or ambiguities regarding their experience during the most recent five
years. See Item 401(e) of Regulation S-K.
Audited Consolidated Financial Statements of Wheels Up Partners Holdings LLC
Note 2. Summar

CORRESP
1
filename1.htm

ASPIRATIONAL CONSUMER LIFESTYLE CORP.

1 Kim Seng Promenade

#18-07/12 Great World City

Singapore 237994

September 21, 2020

VIA EMAIL & EDGAR

Liz Packebusch

Staff Attorney

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Aspirational Consumer Lifestyle Corp. (the “Company”)

Registration
Statement on Form S-1 (Registration No. 333-248592)

Dear Ms. Packebusch:

Pursuant to Rule 461(a) of the General Rules
and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s
Registration Statement on Form S-1 (File No. 333-248592) be accelerated by the Securities and Exchange Commission to 4:00 p.m.
Washington D.C. time on September 22, 2020 or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call to Gregg Noel of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5234 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    Aspirational Consumer Lifestyle Corp.

    By:
    /s/ Ravinder Singh Thakran

    Name: Ravinder Singh Thakran
 Title:   Chief Executive Office

 cc: Skadden, Arps, Slate, Meagher & Flom LLP

Gregg
A. Noel

 cc: Kirkland & Ellis LLP

Christian
O. Nagler

[Signature Page to Acceleration Letter]

United States securities and exchange commission logo
September 17, 2020
Ravi Thakran
Chief Executive Officer
Aspirational Consumer Lifestyle Corp.
1 Kim Seng Promenade
#18-07/12 Great World City
Singapore 237994
Re:Aspirational Consumer Lifestyle Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 16, 2020
File No. 333-248592
Dear Mr. Thakran:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Exhibit 4.4 Warrant Agreement, page i
1.We note that the form of warrant agreement filed as Exhibit 4.4 provides that the company
agrees that any action, proceeding or claim against it arising out of or relating in any way
to the agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, “which jurisdiction shall be exclusive.” If this provision
requires investors in this offering to bring any such action, proceeding or claim in the
courts of the State of New York or the United States District Court for the Southern
District of New York, please disclose such provision in your registration statement, and
disclose whether this provision applies to actions arising under the Securities Act or

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 September 17, 2020 Page 2
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Exchange Act. If the provision applies to actions arising under the Securities Act or
Exchange Act, please also add related risk factor disclosure. If this provision does not
apply to actions arising under the Securities Act or Exchange Act, please also ensure that
the provision in the warrant agreement states this clearly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Craig Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding comments on the
financial statements and related matters.  Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Howard L. Ellin