Wheels Up Experience (UP) 10-Q 19 Aug 21 2021 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Aug. 17, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Entity File Number	001-39541
Entity Registrant Name	WHEELS UP EXPERIENCE INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1557048
Entity Address, Address Line One	601 West 26th Street
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10001
Entity Information, Former Legal or Registered Name	Aspirational Consumer Lifestyle Corp.
City Area Code	(212)
Local Phone Number	257-5252
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		245,587,611
Entity Central Index Key	0001819516
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
Former Address
Document Information [Line Items]
Entity Address, Address Line One	1 Kim Seng Promenade
Entity Address, Adress Line Two	#18-07/12
Entity Address, City or Town	Great World City
Entity Address, Country	SG
Entity Address, Postal Zip Code	237994
Class A Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	UP
Security Exchange Name	NYSE
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50
Trading Symbol	UP WS
Security Exchange Name	NYSE

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 28,673	$ 719,926
Prepaid expenses	216,804	608,945
Total Current Assets	245,477	1,328,871
Cash and marketable securities held in Trust Account	239,843,104	239,795,125
TOTAL ASSETS	240,088,581	241,123,996
Current liability
Accrued expenses	3,952,132	1,112,155
Accrued offering costs	372,483	372,483
Promissory note - related party	250,000
Total Current Liabilities	4,574,615	1,484,638
Warrant liability	24,041,268	13,272,784
Deferred underwriting fee payable	8,391,121	8,391,121
Total Liabilities	37,007,004	23,148,543
Commitments (Note 6)
Class A ordinary shares subject to possible redemption, 23,974,632 and 21,293,210 shares at redemption value as of June 30, 2021 and December 31, 2020, respectively	239,843,104	212,975,444
Shareholders' (Deficit) Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	6,657,917
Accumulated deficit	(36,762,126)	(1,658,775)
Total Shareholders'(Deficit) Equity	(36,761,527)	5,000,009
TOTAL LIABILITIES AND SHAREHOLDERS'(DEFICIT) EQUITY	240,088,581	241,123,996
Class A Ordinary Shares
Shareholders' (Deficit) Equity
Common stock value	0	268
Class B Ordinary Shares
Shareholders' (Deficit) Equity
Common stock value	$ 599	$ 599

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jul. 13, 2021	Jun. 30, 2021	Dec. 31, 2020
Preferred stock, par value		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		5,000,000	5,000,000
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Class A Ordinary Shares
Shares subject to possible redemption		23,974,632	21,293,210
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized		500,000,000	500,000,000
Common stock, shares issued		0	2,681,422
Common stock, shares outstanding		0	2,681,422
Class B Ordinary Shares
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares authorized		50,000,000	50,000,000
Common stock, shares issued		5,993,658	5,993,658
Common stock, shares outstanding		5,993,658	5,993,658

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Operating and formation costs	$ 468,522	$ 4,173,371
Loss from operations	(468,522)	(4,173,371)
Other income (expense):
Interest earned on marketable securities held in Trust Account	2,676	47,979
Change in fair value of warrant liability	(6,260,747)	(10,768,484)
Other expense, net	(6,258,071)	(10,720,505)
Net loss	$ (6,726,593)	$ (14,893,876)
Class A ordinary shares Subject to Redemption
Other income (expense):
Weighted average shares outstanding, basic and diluted	23,974,632	22,620,218
Basic and diluted net income loss per ordinary share	$ 0	$ 0
Non-Redeemable ordinary shares
Other income (expense):
Weighted average shares outstanding, basic and diluted	5,993,658	6,663,340
Basic and diluted net income loss per ordinary share	$ (1.12)	$ (2.24)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Class A Ordinary SharesCommon Stock	Class B Ordinary SharesCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 268	$ 599	$ 6,657,917	$ (1,658,775)	$ 5,000,009
Balance at the beginning (in shares) at Dec. 31, 2020	2,681,422	5,993,658
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Measurement adjustment on redeemable Ordinary shares	$ (268)		(6,657,917)	(20,206,799)	(26,864,984)
Measurement adjustment on redeemable Ordinary shares (in shares)	(2,681,422)
Net loss				(8,167,283)	(8,167,283)
Balance at the end at Mar. 31, 2021		$ 599		(30,032,857)	(30,032,258)
Balance at the end (in shares) at Mar. 31, 2021		5,993,658
Balance at the beginning at Dec. 31, 2020	$ 268	$ 599	$ 6,657,917	(1,658,775)	5,000,009
Balance at the beginning (in shares) at Dec. 31, 2020	2,681,422	5,993,658
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					(14,893,876)
Balance at the end at Jun. 30, 2021		$ 599		(36,762,126)	(36,761,527)
Balance at the end (in shares) at Jun. 30, 2021		5,993,658
Balance at the beginning at Mar. 31, 2021		$ 599		(30,032,857)	(30,032,258)
Balance at the beginning (in shares) at Mar. 31, 2021		5,993,658
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Measurement adjustment on redeemable Ordinary shares				(2,676)	(2,676)
Net loss				(6,726,593)	(6,726,593)
Balance at the end at Jun. 30, 2021		$ 599		$ (36,762,126)	$ (36,761,527)
Balance at the end (in shares) at Jun. 30, 2021		5,993,658

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Cash Flows from Operating Activities:
Net loss		$ (14,893,876)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability	$ 6,260,747	10,768,484
Interest earned on marketable securities held in Trust Account	(2,676)	(47,979)
Changes in operating assets and liabilities:
Prepaid expenses		392,141
Accrued expenses		2,839,977
Net cash used in operating activities		(941,253)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party		250,000
Net cash provided by financing activities		250,000
Net Change in Cash		(691,253)
Cash - Beginning		719,926
Cash - Ending	$ 28,673	28,673
Non-Cash Investing and Financing Activities:
Change in value of Class A ordinary shares subject to possible redemption		$ 26,867,660

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
	Jun. 30, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ​ Aspirational Consumer Lifestyle Corp. (the “Company”), was a blank check company incorporated as a Cayman Islands exempted company on July 7, 2020. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. ​ Business Combination As previously announced, Aspirational Consumer Lifestyle Corp. (“Aspirational” and, after the Domestication as described below, “Wheels Up Experience Inc.” or “Wheels Up”), a Cayman Islands exempted company, previously entered into an Agreement and Plan of Merger, dated as of February 1, 2021, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of May 6, 2021 (the “Merger Agreement”), by and among Aspirational, Wheels Up Partners Holdings LLC, a Delaware limited liability company (“WUP”), KittyHawk Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Aspirational (“Merger Sub”), Wheels Up Blocker Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Aspirational (“Blocker Sub”), the Blocker Merger Subs (as defined in the Merger Agreement) and the Blockers (as defined in the Merger Agreement). ​ On July 13, 2021, as contemplated by the Merger Agreement and described in the section titled “ Domestication Proposal As a result of and upon the effective time of the Domestication, among other things, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Aspirational (the “Aspirational Class A ordinary shares”), automatically converted, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of Wheels Up (the “Wheels Up Class A common stock”); (2) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Aspirational (“Aspirational Class B ordinary shares”), automatically converted, on a one-for-one basis, into a share of Wheels Up Class A common stock; (3) each of the then issued and outstanding redeemable warrants of Aspirational (the “Aspirational warrants”) automatically converted into a redeemable warrant to acquire one share of Wheels Up Class A common stock (the “Wheels Up warrants”); and (4) each of the then issued and outstanding units of Aspirational that had not been previously separated into the underlying Aspirational Class A ordinary shares and underlying Aspirational warrants upon the request of the holder thereof (the “Aspirational units”), were cancelled and entitled the holder thereof to one share of Wheels Up Class A common stock and one On July 13, 2021, as contemplated by the Merger Agreement and described in the section titled “ BCA Proposal As a result of and upon the closing of the Mergers (the “Closing”), among other things, (i) all issued and outstanding equity interests of each Blocker (other than any such interests held in treasury or owned by such Blocker) as of immediately prior to the effective time of the First Step Blocker Mergers (the “First Step Blocker Effective Time”) were cancelled and converted into the right to receive in the aggregate (A) a number of shares of Wheels Up Class A common stock that is equal to the Exchange Ratio (as defined in the proxy statement/prospectus) multiplied by the aggregate number of WUP preferred interests held by such Blocker as of immediately prior to the First Step Blocker Effective Time and (B) any Earnout Shares (as defined below) that may be due and issuable pursuant to the Merger Agreement, and (ii) each outstanding WUP common interest and preferred interest (other than any WUP common interests subject to the WUP awards discussed below and the WUP preferred interests held by Blocker Sub) immediately prior to the First Step Blocker Effective Time was cancelled in exchange for the right to receive (A) a number of shares of Wheels Up Class A common stock that is equal to the Exchange Ratio and (B) any Earnout Shares that may be due and issuable pursuant to the Merger Agreement, which, in the case of all shares described in clauses (i) and (ii), together with the shares of Wheels Up Class A common stock reserved in respect of the awards described immediately below, in the aggregate equal an aggregate merger consideration of $1,885,000,000, in addition to a number of shares of Wheels Up Class A common stock that may be issued post-Closing if WUP Options (as defined below) were to be cash exercised and due to the conversion of any WUP Profits Interests (as defined below) for shares of Wheels Up Class A common stock at a level above the intrinsic value of the profits interests immediately after Closing based on a reference price per share of Wheels Up Class A common stock of $10.00, plus any Earnout Shares. In addition, as a result of the Closing, (i) each option to purchase WUP common interests (the “WUP Options”) that was outstanding immediately prior to the effective time of the Company Merger was converted into the right to receive (as adjusted, including with respect to the applicable exercise price, based on the Exchange Ratio) an option related to the shares of Wheels Up Class A common stock, (ii) each award of WUP profits interests (the “WUP Profits Interests”) granted under any WUP incentive plan or granted directly in WUP that was outstanding immediately prior to the effective time of the Company Merger was converted into the right to receive (as adjusted based on the Exchange Ratio and to maintain the intrinsic value of such award) an award of profits interests of Wheels Up, which, upon vesting and, for members of senior management, subject to the expiration of the Lock-Up Period (as defined in the Registration Rights Agreement), are exchangeable for shares of Wheels Up Class A common stock, and (iii) each award of WUP restricted interests (the “WUP Restricted Interests”) granted under any WUP incentive plan was converted into the right to receive (as adjusted based on the Exchange Ratio) an award of restricted shares of Wheels Up Class A common stock, with substantially the same vesting and termination-related provisions as such WUP Restricted Interest. Further, as a result of the Closing, existing WUP equityholders have the right to receive, including profits interests holders and restricted interest holders, but excluding option holders, through the issuance of Wheels Up EO Units (as defined in the Merger Agreement) that upon vesting may become exchangeable for, up to an aggregate of 9,000,000 additional shares of Wheels Up Class A common stock in three equal tranches which are issuable upon the achievement of share price thresholds for Wheels Up Class A common stock of $12.50, $15.00 and $17.50, respectively (such shares, the “Earnout Shares”). Business Prior to the Business Combination ​ All activity through June 30, 2021, related to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a business combination and consummating the acquisition of Wheels Up Partners Holdings LLC, a Delaware limited liability company (see Note 6). ​ The registration statement for the Company’s Initial Public Offering was declared effective on September 22, 2020. On September 25, 2020 the Company consummated the Initial Public Offering of 22,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $225,000,000 which is described in Note 3. ​ Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Aspirational Consumer Lifestyle Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,500,000, which is described in Note 4. ​ Following the closing of the Initial Public Offering on September 25, 2020, an amount of $225,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. ​ On September 29, 2020, the underwriters notified the Company of their intent to partially exercise their over-allotment option for settlement on October 2, 2020. As such, on October 2, 2020, the Company consummated the sale of an additional 1,474,632 Units, at $10.00 per Unit, and the sale of an additional 196,617 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $15,041,246. A total of $14,746,320 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account on October 2, 2020 to $239,746,320 (see Note 9). ​ Transaction costs amounted to $13,763,667, consisting of $4,794,926 of underwriting fees, $8,391,121 of deferred underwriting fees and $577,619 of other offering costs.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ​ Basis of Presentation ​ The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. ​ The accompanying unaudited condensed financial statements should be read in conjunction with the Amendment No. 1 to the Company’s Annual report on Form 10-K/A, as filed with the SEC on May 6, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. ​ Emerging Growth Company ​ The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. ​ Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. ​ Use of Estimates ​ The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ​ Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. ​ Cash and Cash Equivalents ​ The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. ​ Marketable Securities Held in Trust Account ​ At June 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. ​ Class A Ordinary Shares Subject to Possible Redemption ​ The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. ​ The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. ​ Warrant Liability ​ The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. ​ For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations (see Note 9). ​ Offering Costs ​ Offering costs consist of legal, accounting, underwriting fees and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $12,441,638 were charged to shareholders’ equity upon the completion of the Initial Public Offering. ​ Income Taxes ​ The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ​ ASC 740, “Income Taxes” (“ASC 740”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. ​ The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. ​ Net Loss per Ordinary Share ​ Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 12,521,494 shares in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. ​ The Company’s statements of operations includes a presentation of income (loss) per share for Redeemable Class A Ordinary Shares in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted, for Redeemable Class A Ordinary Shares is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. ​ Net loss per share, basic and diluted, for Non-Redeemable Class A and Class B Ordinary Shares is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Redeemable Class A Ordinary Shares, by the weighted average number of non-redeemable ordinary shares outstanding for the period. ​ Non-Redeemable Class A and Class B Ordinary Shares includes Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-Redeemable Class A and Class B Ordinary Shares participates in the income or loss on marketable securities based on non-redeemable ordinary shares’ proportionate interest. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ Six Months ​ ​ Ended ​ Ended ​ ​ June 30, ​ June 30, ​ ​ 2021 ​ 2021 Redeemable Class A Ordinary Shares ​ ​ ​ ​ ​ Numerator: Earnings allocable to Redeemable Class A Ordinary Shares ​ ​ ​ ​ ​ Interest earned on marketable securities held in Trust Account ​ $ 2,676 ​ $ 47,979 Net income allocable to shares subject to possible redemption ​ $ 2,676 ​ $ 47,979 Denominator: Weighted Average Redeemable Class A Ordinary Shares ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 23,974,632 ​ 22,620,218 Basic and diluted net income per share ​ $ — ​ $ — Non-Redeemable Ordinary Shares ​ ​ ​ Numerator: Net Loss minus Net Earnings ​ ​ ​ Net loss ​ $ (6,726,593) ​ $ (14,893,876) Net loss allocable to Redeemable Class A Ordinary Shares ​ (2,676) ​ (47,979) Non-Redeemable Net Loss ​ $ (6,729,269) ​ $ (14,941,855) Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 5,993,658 ​ 6,663,340 Basic and diluted net loss per share ​ $ (1.12) ​ $ (2.24) ​ Concentration of Credit Risk ​ Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. ​ Fair Value of Financial Instruments ​ The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. ​ Recent Accounting Standards ​ In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40)(“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently evaluating the impact of adoption of ASU 2020-06. ​ Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING ​ Pursuant to the Initial Public Offering, the Company sold 23,974,632 Units, inclusive of 1,474,632 Units sold to the underwriters on October 2, 2020 upon the underwriters’ election to partially exercise their over-allotment option (see Note 9), at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
	Jun. 30, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT ​ Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $6,500,000. On October 2, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 196,617 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $294,926. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS ​ Founder Shares ​ On July 15, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 6,468,750 Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on October 2, 2020, 475,092 Founder Shares were forfeited, resulting in an aggregate of 5,993,658 Founder Shares issued and outstanding ​ The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 30 ​ Administrative Services and Support Services Agreements ​ The Company has agreed, commencing on September 23, 2020 to pay the Sponsor $10,000 per month for office space, administrative and support services (the “Administrative Services Agreement”). Such administrative services agreement was assigned from the Sponsor to Turmeric Capital, an affiliate of our Chief Executive Officer, on December 31, 2020. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. ​ The Company has also agreed, commencing on September 23, 2020, to pay Turmeric Capital Singapore Pte Ltd, an affiliate of its Chief Executive Officer, $10,000 per month for support services, including accounting, book and record keeping and cash management services (the “Support Services Agreement”). Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. ​ For the three months ended June 30, 2021, the Company did not incur fees for the services rendered under the Administrative Services Agreement and Support Services Agreement. ​ For the six months ended June 30, 2021, the Company incurred and paid an aggregate of $57,532, in fees for the services rendered under the Administrative Services Agreement and Support Services Agreement, including for certain services provided in 2020. ​ Promissory Note — Related Party ​ On July 15, 2020, the Company issued a promissory note (the “IPO Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The IPO Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance under the IPO Promissory Note of $100,349 was repaid at the closing of the Initial Public Offering on September 25, 2020. ​ On March 8, 2021, the Company issued a promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $100,000. The Promissory Note is subject to interest of 2.75% per annum and payable on the earlier of (i) September 25, 2022 or (ii) the completion of a Business Combination. ​ On April 30, 2021, the Company issued a promissory note to the Sponsor, pursuant to which the Company borrowed an aggregate principal amount of $150,000. The promissory note is subject to interest of 2.75% per annum and payable on the earlier of (i) September 25, 2022 and (ii) the completion of a Business Combination. ​ Related Party Loans ​ In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2021, the Company had no working capital loans outstanding.

COMMITMENTS

COMMITMENTS	6 Months Ended
	Jun. 30, 2021
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS ​ Registration Rights ​ Pursuant to a registration rights agreement entered into on September 25, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. ​ On July 13, 2021, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Wheels Up, the Sponsor, certain equityholders of WUP, Leo Austin, Neil Jacobs, Frank Newman and the other parties thereto entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”). The material terms of the Registration Rights Agreement are described in the section of the proxy statement/prospectus beginning on page 112 titled “ BCA Proposal—Related Agreements—Amended and Restated Registration Rights Agreement ​ Underwriting Agreement ​ The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,391,121, upon the partial exercise of the over-allotment, in the aggregate (see Note 9). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. ​ Advisory Fee ​ Connaught (UK) Limited (“Connaught”), acted as the Company’s independent financial advisor in connection with the Initial Public Offering, for which it will receive customary fees. The Company has agreed to pay Connaught a fee in an amount equal to 10% of the underwriting commission payable to the underwriters. The fee to Connaught was paid in part at the closing of Initial Public Offering and will be paid in part at the closing of a Business Combination, in the same proportion as the non-deferred and deferred underwriting commission payable to the underwriters. The underwriters have agreed to reimburse the Company for the fee to Connaught as it becomes payable out of the underwriting commission. ​ Upon the successful completion of a Business Combination or the Company’s liquidation, the Company will also pay each of its independent directors $3,125 per month in the aggregate for his or her service to the Company. The fees will be deferred and become payable only upon the Company’s consummation of a Business Combination or the Company’s liquidation. The independent directors have waived their rights against the Trust Account with respect to such payment. ​ Advisory Services ​ On January 22, 2021, the Company entered into an agreement for advisory services in connection with its business combination with WUP. The advisory services covered by the agreement include the strategy, timing, negotiation of the terms of the business combination and other customary financial advisory services. Upon a successful business combination with Wheels Up, the Company will pay a transaction fee of $10,000,000. The agreement expires on January 21, 2022 and expressly waives the right of any claim against the assets in the Trust Account by the advisory services provider. ​ Seventh Amended and Restated Limited Liability Company Agreement of WUP On July 13, 2021, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, the existing Sixth Amended and Restated Limited Liability Company Agreement of WUP was amended and restated in its entirety to become the Seventh Amended and Restated Limited Liability Company Agreement (the “A&R LLCA”). The material terms of the A&R LLCA are described in the section of the proxy statement/prospectus beginning on page 114 titled “ BCA Proposal—Related Agreements—Seventh Amended and Restated Limited Liability Company Agreement of the Surviving Entity. Indemnification Agreements On July 13, 2021, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Wheels Up entered, and expects to continue to enter into, indemnification agreements with its directors and executive officers. Each indemnification agreement provides for indemnification and advancement by Wheels Up of certain expenses and costs, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director, officer, employee or agent of Wheels Up or any of its subsidiaries or was serving at Wheels Up’s request in an official capacity for another entity, to the fullest extent permitted by the laws of the state of Delaware.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2021
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY	NOTE 7. SHAREHOLDERS’ EQUITY ​ Preference Shares — outstanding ​ Class A Ordinary Shares — issued outstanding ​ Class B Ordinary Shares — ​ Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. ​ The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

WARRANTS

WARRANTS	6 Months Ended
	Jun. 30, 2021
WARRANTS
WARRANTS	NOTE 8. WARRANTS ​ Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. ​ The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon the exercise of the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. ​ The Company has agreed that as soon as practicable, but in no event later than 15 ​ Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ​ ● ​ ● ​ ● ​ ● ​ If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. ​ Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ​ ● ​ ● ​ ● ​ ● ​ The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. ​ In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. ​ The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS ​ The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ​ The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ​ Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ​ Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. ​ Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. ​ At June 30, 2021 and December 31, 2020, there were 7,991,544 Public Warrants and 4,529,950 Private Placement Warrants outstanding. ​ The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, Description Level 2021 2020 Assets: ​ ​ ​ ​ ​ ​ Marketable securities held in Trust Account 1 ​ $ 239,843,104 ​ $ 239,795,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Warrant Liability – Public Warrants ​ 1 ​ ​ 15,343,764 ​ ​ 8,471,037 Warrant Liability – Private Placement Warrants ​ 3 ​ ​ 8,697,504 ​ ​ 4,801,747 ​ The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying June 30, 2021 condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. ​ The Company established the initial fair value for the Warrants on September 25, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-fourth of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The measurement of the Public Warrants as of June 30, 2021 and December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. ​ The key inputs into the Monte Carlo simulation model for the Private Placement Warrants at June 30, 2021 and December 31, 2020 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, Input 2021 2020 ​ Risk-free interest rate ​ ​ 0.87 % ​ 0.43 % Expected term (years) ​ 5.04 ​ 5.49 ​ Expected volatility ​ 28.7 % ​ 20.0 % Exercise price ​ $ 11.50 ​ $ 11.50 ​ Fair value of Units ​ $ 9.98 ​ $ 9.97 ​ Probability of Acquisition ​ ​ 95 % ​ 85 % ​ The following table presents the changes in the fair value of warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 ​ $ 4,801,747 ​ $ 8,471,037 ​ $ 13,272,784 Change in valuation inputs or other assumptions ​ 3,895,757 ​ 6,872,727 ​ 10,768,484 Fair value as of June 30, 2021 ​ $ 8,697,504 ​ $ 15,343,764 ​ $ 24,041,268 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS ​ The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. ​ On July 13, 2021, the Company consummated the previously announced merger pursuant to the Merger Agreement. ​ ​

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation ​ The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. ​ The accompanying unaudited condensed financial statements should be read in conjunction with the Amendment No. 1 to the Company’s Annual report on Form 10-K/A, as filed with the SEC on May 6, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods.
Emerging Growth Company	Emerging Growth Company ​ The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. ​ Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates ​ The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ​ Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents ​ The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account ​ At June 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption ​ The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. ​ The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. ​
Warrant Liability	Warrant Liability ​ The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. ​ For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations (see Note 9).
Offering Costs	Offering Costs ​ Offering costs consist of legal, accounting, underwriting fees and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $12,441,638 were charged to shareholders’ equity upon the completion of the Initial Public Offering.
Income Taxes	Income Taxes ​ The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ​ ASC 740, “Income Taxes” (“ASC 740”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. ​ The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Net Loss per Ordinary Share	Net Loss per Ordinary Share ​ Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 12,521,494 shares in the calculation of diluted loss per share, since the inclusion of such warrants would be anti-dilutive. ​ The Company’s statements of operations includes a presentation of income (loss) per share for Redeemable Class A Ordinary Shares in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted, for Redeemable Class A Ordinary Shares is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. ​ Net loss per share, basic and diluted, for Non-Redeemable Class A and Class B Ordinary Shares is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Redeemable Class A Ordinary Shares, by the weighted average number of non-redeemable ordinary shares outstanding for the period. ​ Non-Redeemable Class A and Class B Ordinary Shares includes Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-Redeemable Class A and Class B Ordinary Shares participates in the income or loss on marketable securities based on non-redeemable ordinary shares’ proportionate interest. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ Six Months ​ ​ Ended ​ Ended ​ ​ June 30, ​ June 30, ​ ​ 2021 ​ 2021 Redeemable Class A Ordinary Shares ​ ​ ​ ​ ​ Numerator: Earnings allocable to Redeemable Class A Ordinary Shares ​ ​ ​ ​ ​ Interest earned on marketable securities held in Trust Account ​ $ 2,676 ​ $ 47,979 Net income allocable to shares subject to possible redemption ​ $ 2,676 ​ $ 47,979 Denominator: Weighted Average Redeemable Class A Ordinary Shares ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 23,974,632 ​ 22,620,218 Basic and diluted net income per share ​ $ — ​ $ — Non-Redeemable Ordinary Shares ​ ​ ​ Numerator: Net Loss minus Net Earnings ​ ​ ​ Net loss ​ $ (6,726,593) ​ $ (14,893,876) Net loss allocable to Redeemable Class A Ordinary Shares ​ (2,676) ​ (47,979) Non-Redeemable Net Loss ​ $ (6,729,269) ​ $ (14,941,855) Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 5,993,658 ​ 6,663,340 Basic and diluted net loss per share ​ $ (1.12) ​ $ (2.24)
Concentration of Credit Risk	Concentration of Credit Risk ​ Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments ​ The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards ​ In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40)(“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently evaluating the impact of adoption of ASU 2020-06. ​ Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of basic and diluted loss per ordinary share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ Six Months ​ ​ Ended ​ Ended ​ ​ June 30, ​ June 30, ​ ​ 2021 ​ 2021 Redeemable Class A Ordinary Shares ​ ​ ​ ​ ​ Numerator: Earnings allocable to Redeemable Class A Ordinary Shares ​ ​ ​ ​ ​ Interest earned on marketable securities held in Trust Account ​ $ 2,676 ​ $ 47,979 Net income allocable to shares subject to possible redemption ​ $ 2,676 ​ $ 47,979 Denominator: Weighted Average Redeemable Class A Ordinary Shares ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 23,974,632 ​ 22,620,218 Basic and diluted net income per share ​ $ — ​ $ — Non-Redeemable Ordinary Shares ​ ​ ​ Numerator: Net Loss minus Net Earnings ​ ​ ​ Net loss ​ $ (6,726,593) ​ $ (14,893,876) Net loss allocable to Redeemable Class A Ordinary Shares ​ (2,676) ​ (47,979) Non-Redeemable Net Loss ​ $ (6,729,269) ​ $ (14,941,855) Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Shares ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 5,993,658 ​ 6,663,340 Basic and diluted net loss per share ​ $ (1.12) ​ $ (2.24)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2021
FAIR VALUE MEASUREMENTS
Schedule of information about the Company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, Description Level 2021 2020 Assets: ​ ​ ​ ​ ​ ​ Marketable securities held in Trust Account 1 ​ $ 239,843,104 ​ $ 239,795,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Warrant Liability – Public Warrants ​ 1 ​ ​ 15,343,764 ​ ​ 8,471,037 Warrant Liability – Private Placement Warrants ​ 3 ​ ​ 8,697,504 ​ ​ 4,801,747
Schedule of quantitative information regarding Level 3 fair value measurements inputs as their measurement dates	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, Input 2021 2020 ​ Risk-free interest rate ​ ​ 0.87 % ​ 0.43 % Expected term (years) ​ 5.04 ​ 5.49 ​ Expected volatility ​ 28.7 % ​ 20.0 % Exercise price ​ $ 11.50 ​ $ 11.50 ​ Fair value of Units ​ $ 9.98 ​ $ 9.97 ​ Probability of Acquisition ​ ​ 95 % ​ 85 %
Summary of the changes in the fair value of the liabilities, a Level 3 liability, measured on a recurring basis.	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 ​ $ 4,801,747 ​ $ 8,471,037 ​ $ 13,272,784 Change in valuation inputs or other assumptions ​ 3,895,757 ​ 6,872,727 ​ 10,768,484 Fair value as of June 30, 2021 ​ $ 8,697,504 ​ $ 15,343,764 ​ $ 24,041,268

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Details)	Jul. 13, 2021USD ($)tranche$ / sharesshares	Oct. 02, 2020USD ($)$ / sharesshares	Sep. 25, 2020USD ($)$ / sharesshares	Jun. 30, 2021USD ($)item$ / sharesshares	Dec. 31, 2020USD ($)$ / shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum | item				1
Underwriting fees | $				$ 4,794,926
Deferred underwriting fee payable | $				8,391,121	$ 8,391,121
Other offering costs | $				577,619
Gross proceeds | $		$ 15,041,246
Investment of Cash into Trust Account | $		14,746,320
Aggregate proceeds held in Trust Account | $		$ 239,746,320
Transaction costs | $				$ 13,763,667
Share price per share				$ 9.20
Wheels Up
Subsidiary, Sale of Stock [Line Items]
Number of fractional shares that will be issued upon exercise of the Wheels Up warrants | shares	0
Aggregate merger consideration | $	$ 1,885,000,000
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Sale of units (in shares) | shares		1,474,632	22,500,000	23,974,632
Price per unit			$ 10
Gross proceeds from sale of units | $			$ 225,000,000
Exercise price of warrants			$ 10
Investment of Cash into Trust Account | $			$ 225,000,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Sale of units (in shares) | shares		1,474,632
Price per unit		$ 10
Deferred underwriting fee payable | $				$ 8,391,121
Private Placement.
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued | shares		196,617		4,333,333
Exercise price of warrants		$ 1.50		$ 1.50
Proceeds from sale of Private Placement Warrants | $		$ 294,926		$ 6,500,000
Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Common stock, par value	$ 0.0001			$ 0.0001	$ 0.0001
Class A Ordinary Shares | Wheels Up
Subsidiary, Sale of Stock [Line Items]
Common stock, par value	$ 0.0001
Conversion ratio	1
Number of shares per unit | shares	1
Price per share	$ 10
Additional shares | shares	9,000,000
Number of equal tranches | tranche	3
Class A Ordinary Shares | Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant | shares				1
Number of shares per unit | shares				1
Number of warrants per unit | shares				0.33
Class A Ordinary Shares | Private Placement.
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant | shares				1
Tranche one | Wheels Up
Subsidiary, Sale of Stock [Line Items]
Share price per share	$ 12.50
Tranche two | Wheels Up
Subsidiary, Sale of Stock [Line Items]
Share price per share	15
Tranche three | Wheels Up
Subsidiary, Sale of Stock [Line Items]
Share price per share	17.50
Class B Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Common stock, par value				$ 0.0001	$ 0.0001
Conversion ratio				20
Class B Ordinary Shares | Wheels Up
Subsidiary, Sale of Stock [Line Items]
Common stock, par value	$ 0.0001
Conversion ratio	1
Warrant | Wheels Up
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant | shares	1
Number of warrants per unit | shares	0.33

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption (Details)	6 Months Ended
	Jun. 30, 2021USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transaction costs	$ 12,441,638
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss per Ordinary Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Exercise of warrants (shares)			12,521,494
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest earned on marketable securities held in Trust Account	$ 2,676		$ 47,979
Numerator: Net Loss minus Net Earnings
Net loss	(6,726,593)	$ (8,167,283)	(14,893,876)
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest earned on marketable securities held in Trust Account	2,676		47,979
Net income allocable to shares subject to possible redemption	$ 2,676		$ 47,979
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding	23,974,632		22,620,218
Numerator: Net Loss minus Net Earnings
Net loss allocable to Redeemable Class A Ordinary Shares	$ 2,676		$ 47,979
Basic and diluted weighted average shares outstanding	23,974,632		22,620,218
Non-Redeemable Class A and Class B Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Net income allocable to shares subject to possible redemption	$ (2,676)		$ (47,979)
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding	5,993,658		6,663,340
Basic and diluted income per share	$ (1.12)		$ (2.24)
Numerator: Net Loss minus Net Earnings
Net loss	$ (6,726,593)		$ (14,893,876)
Net loss allocable to Redeemable Class A Ordinary Shares	(2,676)		(47,979)
Non-Redeemable Net Loss	$ (6,729,269)		$ (14,941,855)
Basic and diluted weighted average shares outstanding	5,993,658		6,663,340
Basic and diluted net income loss per ordinary share	$ (1.12)		$ (2.24)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Oct. 02, 2020	Sep. 25, 2020	Jun. 30, 2021
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Sale of units (in shares)	1,474,632	22,500,000	23,974,632
Price per unit		$ 10
Initial Public Offering. | Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit			1
Number of warrants in a unit			0.33
Number of shares issuable per warrant			1
Exercise price of warrants			$ 11.50
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Sale of units (in shares)	1,474,632
Price per unit	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement. - USD ($)	Oct. 02, 2020	Jun. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	196,617	4,333,333
Price of warrants	$ 1.50	$ 1.50
Aggregate purchase price	$ 294,926	$ 6,500,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued		4,333,333
Price of warrants		$ 1.50
Aggregate purchase price		$ 6,500,000
Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant		1
Exercise price of warrant		$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)	Oct. 02, 2020	Jul. 15, 2020	Jun. 30, 2021	Dec. 31, 2020
Class B Ordinary Shares
Related Party Transaction [Line Items]
Common shares, shares issued (in shares)			5,993,658	5,993,658
Common shares, shares outstanding (in shares)			5,993,658	5,993,658
Class B Ordinary Shares | Sponsor | Founder Shares
Related Party Transaction [Line Items]
Consideration received		$ 25,000
Shares issued		6,468,750
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent)		20.00%
Shares not subject to forfeiture	0
Number of shares forfeited	475,092
Common shares, shares issued (in shares)	5,993,658
Common shares, shares outstanding (in shares)	5,993,658
Class B Ordinary Shares | Sponsor | Founder Shares | Over-allotment
Related Party Transaction [Line Items]
Maximum shares subject to forfeiture		843,750
Class A Ordinary Shares
Related Party Transaction [Line Items]
Common shares, shares issued (in shares)			0	2,681,422
Common shares, shares outstanding (in shares)			0	2,681,422
Class A Ordinary Shares | Sponsor | Founder Shares
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion		1 year
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		150 days
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 12
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		20 days
Class A Ordinary Shares | Sponsor | Founder Shares | Maximum [Member]
Related Party Transaction [Line Items]
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		30 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)	Sep. 25, 2020	Jun. 30, 2021	Apr. 30, 2021	Mar. 08, 2021	Sep. 23, 2020	Jul. 15, 2020
Sponsor | IPO Promissory Note
Related Party Transaction [Line Items]
Repayment of debt	$ 100,349
Amount available for borrowings						$ 300,000
Sponsor | Promissory Note
Related Party Transaction [Line Items]
Maximum amounts of transaction			$ 150,000	$ 100,000
Interest rate			2.75%	2.75%
Administrative Services and Support Services Agreements
Related Party Transaction [Line Items]
Expenses per month					$ 10,000
Expenses incurred		$ 57,532
Working Capital Loans
Related Party Transaction [Line Items]
Loans convertible into warrants		$ 1,500,000
Price of warrants (in dollars per share)		$ 1.50
Proceeds held in trust account		$ 0
Working capital loans outstanding		$ 0

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Details)	Oct. 02, 2020$ / sharesshares	Jun. 30, 2021USD ($)$ / shares	Dec. 31, 2020USD ($)	Sep. 25, 2020item
Commitments And Contingencies [Line Items]
Maximum number of demands for registration of securities | item				3
Deferred underwriting fee payable		$ 8,391,121	$ 8,391,121
Advisory fee payable to Connaught (UK) Limited (as a percent)		10.00%
Fee Payable to independent directors per month		$ 3,125
Over-allotment
Commitments And Contingencies [Line Items]
Sale of units (in shares) | shares	1,474,632
Price per unit | $ / shares	$ 10
Deferred underwriter fee | $ / shares		$ 0.35
Deferred underwriting fee payable		$ 8,391,121

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES - (Details) - Wheels Up - USD ($)	Jul. 13, 2021	Jan. 22, 2021
Business Acquisition [Line Items]
Aggregate merger consideration	$ 1,885,000,000
Transaction fee		$ 10,000,000

STOCKHOLDERS' EQUITY - Preferre

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
SHAREHOLDERS' EQUITY
Preferred shares, shares authorized	5,000,000	5,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	6 Months Ended
	Jun. 30, 2021Vote$ / sharesshares	Jul. 13, 2021$ / shares	Dec. 31, 2020$ / sharesshares
Class A Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000		500,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	0		2,681,422
Common shares, shares outstanding (in shares)	0		2,681,422
Shares subject to possible redemption, issued (in shares)	23,974,632
Shares subject to possible redemption, outstanding (in shares)	23,974,632		21,293,210
Class B Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	50,000,000		50,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001		$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	5,993,658		5,993,658
Common shares, shares outstanding (in shares)	5,993,658		5,993,658
Number of Class A ordinary shares issued upon conversion of each share (in shares)	1
Threshold conversion ratio of stock	20

WARRANTS (Details)

WARRANTS (Details)	6 Months Ended
	Jun. 30, 2021D$ / shares
Class of Warrant or Right [Line Items]
Threshold maximum period for filing registration statement after business combination	15 days
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis | D	60
Minimum threshold written notice period for redemption of public warrants	30 days
Newly Issued Price (in dollars per share)	$ 9.20
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent)	60.00%
Threshold trading days for calculating Market Value | D	20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00
Class of Warrant or Right [Line Items]
Adjustment of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Redemption of Warrants When the Price per Class A Ordinary Share Is Less Than $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Newly Issued Price (in dollars per share)	$ 18
Public Warrants
Class of Warrant or Right [Line Items]
Warrants exercisable term after the completion of a business combination	30 days
Warrants exercisable term from the closing of the public offering	12 months
Public Warrants expiration term	5 years
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Newly Issued Price (in dollars per share)	$ 18
Public Warrants | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Private Placement Warrants
Class of Warrant or Right [Line Items]
Threshold consecutive trading days for redemption of public warrants | D	30

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Liabilities:
Warrant liability	$ 24,041,268	$ 13,272,784
Public Warrants
Liabilities:
Warrant oustanding	7,991,544	7,991,544
Private Placement Warrants
Liabilities:
Warrant oustanding	4,529,950	4,529,950
Level 1 | Recurring
Assets:
Marketable securities held in Trust Account	$ 239,843,104	$ 239,795,125
Level 1 | Recurring | Public Warrants
Liabilities:
Warrant liability	15,343,764	8,471,037
Level 3 | Recurring | Private Placement Warrants
Liabilities:
Warrant liability	$ 8,697,504	$ 4,801,747

FAIR VALUE MEASUREMENTS - Initi

FAIR VALUE MEASUREMENTS - Initial Measurement (Details) - Private Placement Warrants - Level 3	Jun. 30, 2021	Dec. 31, 2020
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.87	0.43
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	5.04	5.49
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	28.7	20
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	11.50	11.50
Fair value of Units
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	9.98	9.97
Probability of Acquisition
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	95	85

FAIR VALUE MEASUREMENTS - Subse

FAIR VALUE MEASUREMENTS - Subsequent measurement (Details)	6 Months Ended
	Jun. 30, 2021USD ($)
Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of beginning period	$ 13,272,784
Change in valuation inputs or other assumptions	10,768,484
Fair value as of Ending period	24,041,268
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of beginning period	4,801,747
Change in valuation inputs or other assumptions	3,895,757
Fair value as of Ending period	8,697,504
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of beginning period	8,471,037
Change in valuation inputs or other assumptions	6,872,727
Fair value as of Ending period	$ 15,343,764