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