Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Wheels Up Experience Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
| Newly Registered Securities | ||||||||||||
| Fees to Be Paid | Equity | Class A common stock, $0.0001 par value per share | Other | 20,000,000(1) | $2.14(2) | $42,800,000.00 | .00014760 | $6,317.28 | -- | -- | -- | -- |
| Fees Previously Paid | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- |
| Carry Forward Securities | ||||||||||||
| Carry Forward Securities | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- |
| Total Offering Amounts | $6,317.28 | |||||||||||
| Total Fees Previously Paid | -- | |||||||||||
| Total Fee Offsets | -- | |||||||||||
| Net Fee Due | $6,317.28 | |||||||||||
| (1) | The shares of the Registrant’s Class A common stock, $0.0001 par value per share (“Common Stock”), registered hereby represent 20,000,000 shares of Common Stock authorized for issuance under the Wheels Up Experience Inc. Performance Award Agreement, dated March 3, 2024, granted by the Registrant to Todd Smith, the Registrant’s Chief Executive Officer (the “CFO Performance Award”), which CFO Performance Award and the authorization of the Company to issue up to 20,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under the CFO Performance Award, if at all, were approved by the Registrant’s stockholders at the Registrant’s 2024 annual meeting of stockholders held on June 6, 2024. In accordance with Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, reverse stock splits, stock dividends or similar transactions with respect to the shares being registered. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act on the basis of $2.14 the average of the high and low prices of a share of Common Stock as reported on the New York Stock Exchange on June 5, 2024. |
