Wheels Up Experience (UP) 10-Q 10 Nov 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 08, 2021
Entity Information [Line Items]
Document type	10-Q
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Document Quarterly Report	true
Entity File Number	001-04321
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, Address Line Two	Suite 900
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
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	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		245,740,164
Entity Central Index Key	0001819516
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Amendment Flag	false
Common Class A
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	UP
Security Exchange Name	NYSE
Warrants
Entity Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	UP WS
Security Exchange Name	NYSE

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 535,253	$ 312,799
Accounts receivable, net	69,044	50,397
Other receivables	10,112	8,205
Parts and supplies inventories, net	8,742	5,320
Prepaid expenses and other	34,106	18,801
Total current assets	657,257	395,522
Property and equipment, net	313,986	323,090
Operating lease right-of-use assets	112,372	64,479
Goodwill	437,181	400,160
Intangible assets, net	152,416	163,710
Restricted cash	2,177	12,077
Employee loans receivable, net	0	102
Other non-current assets	1,104	849
Total assets	1,676,493	1,359,989
Current liabilities:
Current maturities of long-term debt	131	62,678
Accounts payable	42,363	20,920
Accrued expenses	83,231	71,381
Deferred revenue, current	585,319	651,096
Operating lease liabilities, current	32,315	15,858
Intangible liabilities, current	2,000	2,000
Other current liabilities	14,942	15,980
Total current liabilities	760,301	839,913
Long-term debt	22	148,411
Deferred revenue, non-current	1,948	1,982
Operating lease liabilities, non-current	87,087	56,358
Warrant liability	15,948	0
Intangible liabilities, non-current	14,583	16,083
Other non-current liabilities	3,548	3,415
Total liabilities	883,437	1,066,162
Commitments and Contingencies
Equity [Abstract]
Class A common stock, $0.0001 par value; 2,500,000,000 authorized; 245,583,108 and 169,717,416 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	25	17
Additional paid-in capital	1,460,053	831,226
Accumulated deficit	(677,491)	(563,441)
Total Wheels Up Experience Inc. stockholders’ equity	782,587	267,802
Non-controlling interests	10,469	26,025
Total equity	793,056	293,827
Total liabilities and equity	$ 1,676,493	$ 1,359,989

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	2,500,000,000	2,500,000,000
Common stock issued (in shares)	245,583,108	169,717,416
Common stock outstanding (in shares)	245,583,108	169,717,416

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Revenue	$ 301,978	$ 194,781	$ 849,215	$ 485,208
Costs and expenses:
Cost of revenue	283,495	171,338	773,191	446,632
Technology and development	8,769	6,044	23,818	15,345
Sales and marketing	22,157	13,655	55,846	38,893
General and administrative	42,490	14,542	76,444	38,740
Depreciation and amortization	13,639	14,722	40,952	44,189
CARES Act grant	0	(51,646)	0	(64,923)
Total costs and expenses	370,550	168,655	970,251	518,876
Income (loss) from operations	(68,572)	26,126	(121,036)	(33,668)
Other income (expense):
Change in fair value of warrant liability	12,271	0	12,271	0
Loss on extinguishment of debt	(2,379)	0	(2,379)	0
Interest income	7	36	25	503
Interest expense	(782)	(5,614)	(9,503)	(18,127)
Total other income (expense)	9,117	(5,578)	414	(17,624)
Income (loss) before income taxes	(59,455)	20,548	(120,622)	(51,292)
Income tax expense	0	0	0	0
Net income (loss)	(59,455)	20,548	(120,622)	(51,292)
Less: net income (loss) attributable to non-controlling interests	(970)	1,639	(6,572)	(3,944)
Net income (loss) attributable to Wheels Up Experience Inc.	$ (58,485)	$ 18,909	$ (114,050)	$ (47,348)
Net income (loss) per share of Class A common stock:
Basic (in dollars per share)	$ (0.25)	$ 0.11	$ (0.60)	$ (0.29)
Diluted (in dollars per share)	$ (0.25)	$ 0.11	$ (0.60)	$ (0.29)
Weighted-average shares of Class A common stock outstanding:
Basic (in shares)	235,341,054	165,055,043	191,057,091	161,649,090
Diluted (in shares)	235,341,054	165,055,043	191,057,091	161,649,090

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Class A Common Stock	Additional paid-in capital	Accumulated deficit	Non-controlling interests
Beginning balance (in shares) at Dec. 31, 2019		116,581,683,000
Beginning balance at Dec. 31, 2019	$ (56,254)	$ 12	$ 427,579	$ (478,035)	$ (5,810)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consideration issued for business combination (in shares)		52,794,775,000
Consideration issued for business combination	432,144	$ 5	432,139
Equity-based compensation	584		435		149
Change in non-controlling interests allocation	0		(33,600)		33,600
Net income (loss)	(44,474)			(41,018)	(3,456)
Ending balance at Mar. 31, 2020	332,000	$ 17	826,553	(519,053)	24,483
Ending balance (in shares) at Mar. 31, 2020		169,376,458,000
Beginning balance (in shares) at Dec. 31, 2019		116,581,683,000
Beginning balance at Dec. 31, 2019	(56,254)	$ 12	427,579	(478,035)	(5,810)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(51,292)
Ending balance at Sep. 30, 2020	327,123	$ 17	826,355	(525,382)	26,133
Ending balance (in shares) at Sep. 30, 2020		169,376,458,000
Beginning balance (in shares) at Mar. 31, 2020		169,376,458,000
Beginning balance at Mar. 31, 2020	332,000	$ 17	826,553	(519,053)	24,483
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	772		434		338
Change in non-controlling interests allocation	0		(1,406)		1,406
Net income (loss)	(27,365)			(25,238)	(2,127)
Ending balance at Jun. 30, 2020	305,407	$ 17	825,581	(544,291)	24,100
Ending balance (in shares) at Jun. 30, 2020		169,376,458,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	1,168		863		305
Change in non-controlling interests allocation	0		(89)		89
Net income (loss)	20,548			18,909	1,639
Ending balance at Sep. 30, 2020	$ 327,123	$ 17	826,355	(525,382)	26,133
Ending balance (in shares) at Sep. 30, 2020		169,376,458,000
Beginning balance (in shares) at Dec. 31, 2020	169,717,416	169,717,146,000
Beginning balance at Dec. 31, 2020	$ 293,827	$ 17	831,226	(563,441)	26,025
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consideration issued for business combination (in shares)		3,968,900,000
Consideration issued for business combination	30,172	$ 1	30,171
Equity-based compensation	1,414		1,160		254
Change in non-controlling interests allocation	0		(2,620)		2,620
Net income (loss)	(32,213)			(29,409)	(2,804)
Ending balance at Mar. 31, 2021	$ 293,200	$ 18	859,937	(592,850)	26,095
Ending balance (in shares) at Mar. 31, 2021		173,686,046,000
Beginning balance (in shares) at Dec. 31, 2020	169,717,416	169,717,146,000
Beginning balance at Dec. 31, 2020	$ 293,827	$ 17	831,226	(563,441)	26,025
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercised (in shares)	230,000
Net income (loss)	$ (120,622)
Ending balance at Sep. 30, 2021	$ 793,056	$ 25	1,460,053	(677,491)	10,469
Ending balance (in shares) at Sep. 30, 2021	245,583,108	245,583,108,000
Beginning balance (in shares) at Mar. 31, 2021		173,686,046,000
Beginning balance at Mar. 31, 2021	$ 293,200	$ 18	859,937	(592,850)	26,095
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	1,348		1,117		231
Change in non-controlling interests allocation	0		(3,106)		3,106
Net income (loss)	(28,954)			(26,156)	(2,798)
Ending balance at Jun. 30, 2021	265,594	$ 18	857,948	(619,006)	26,634
Ending balance (in shares) at Jun. 30, 2021		173,686,046,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercised (in shares)		229,889,000
Exercise of stock options	1,332		1,332
Exchange of profits interests (in shares)		138,629,000
Exchange of profits interests	0		1,419		(1,419)
Equity-based compensation	27,906		19,777		8,129
Issuance of common stock in connection with the Business Combination and PIPE Investment (in shares)		71,528,544,000
Issuance of common stock in connection with the Business Combination and PIPE Investment	656,304	$ 7	656,297
Transaction costs attributable to the issuance of common stock in connection with the Business Combination and PIPE Investment	(70,406)		(70,406)
Assumption of warrant liability	(28,219)		(28,219)
Change in non-controlling interests allocation	0		21,905		(21,905)
Net income (loss)	(59,455)			(58,485)	(970)
Ending balance at Sep. 30, 2021	$ 793,056	$ 25	$ 1,460,053	$ (677,491)	$ 10,469
Ending balance (in shares) at Sep. 30, 2021	245,583,108	245,583,108,000

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
OPERATING ACTIVITIES:
Net income (loss)	$ (120,622)	$ (51,292)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	40,952	44,190
Amortization expense for debt discounts and deferred financing costs	618	1,265
Equity-based compensation	30,668	2,524
Change in fair value of warrant liability	(12,271)	0
Provision for expected credit losses	1,163	328
Loss on extinguishment of debt	2,379	0
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	(9,074)	28,196
Other receivables	(1,906)	2,368
Parts and supplies inventories	(2,749)	263
Prepaid expenses and other	(11,673)	1,214
Other non-current assets	(256)	1,019
Operating lease liabilities, net	(1,414)	(297)
Accounts payable	11,807	(16,786)
Accrued expenses	(9,742)	(9,021)
Other current liabilities	(1,037)	(613)
Other non-current liabilities	131	2,069
Deferred revenue	(69,390)	(26)
Net cash used in operating activities	(152,416)	5,401
INVESTING ACTIVITIES:
Purchases of property and equipment	(6,683)	(4,878)
Acquisition of businesses, net of cash acquired	7,844	97,104
Capitalized software development costs	(9,589)	(5,144)
Net cash (used in) provided by investing activities	(8,428)	87,082
FINANCING ACTIVITIES:
Proceeds from stock option exercises	1,332	0
Proceeds from the Business Combination and PIPE Investment	656,304	0
Transaction costs in connection with the Business Combination and PIPE Investment	(70,406)	0
Proceeds from long-term debt	0	755
Repayments of long-term debt	(213,934)	(54,772)
Proceeds from loans to employees	102
Repayments of loans to employees		(67)
Net cash provided by (used in) financing activities	373,398	(54,084)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	212,554	38,399
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD	324,876	96,440
CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD	537,430	134,839
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Assumption of warrant liability in Business Combination	28,219	0
Delta Private Jets LLC
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash consideration issued for business acquisition	0	427,007
Gama Aviation LLC
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash consideration issued for business acquisition	0	32,638
Mountain Aviation, LLC
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash consideration issued for business acquisition	$ 30,172	$ 0

ORGANIZATION AND OPERATIONS

ORGANIZATION AND OPERATIONS	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND OPERATIONS	ORGANIZATION AND OPERATIONS Wheels Up Experience Inc. (together with its consolidated subsidiaries, “Wheels Up”, the “Company”, “our”, “we”, and “us”) is a leading brand in private aviation that strives to deliver a total private aviation solution. On July 13, 2021 (the “Closing Date”), we consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 1, 2021, as amended on May 6, 2021, by and among Aspirational Consumer Lifestyle Corp., a blank check company incorporated as a Cayman Islands exempted company (“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). In connection with the closing of the Merger Agreement, Aspirational filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Aspirational was domesticated and continues as a Delaware corporation, changing its name to “Wheels Up Experience Inc.” (the “Domestication”).

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the condensed consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements at that date, but certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in our annual audited consolidated financial statements. The condensed consolidated financial statements include the accounts of Wheels Up Experience Inc. and its wholly-owned subsidiaries. We consolidate Wheels Up Partners MIP LLC (“MIP LLC”) and record the profits interests held in MIP LLC that Wheels Up does not own as non-controlling interests (see Note 15). All intercompany transactions and balances have been eliminated in consolidation. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are normal and recurring, necessary for a fair presentation of the consolidated statement of operations, financial position, and cash flows. Interim results should not be regarded as indicative of results that may be expected for any other period or the entire year. The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2020 included in the final prospectus filed on August 25, 2021. Use of Estimates Preparing the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to SARS-CoV-2 or COVID-19, and any evolutions thereof (“COVID-19”). The most significant estimates include, but are not limited to, the useful lives and residual values of purchased aircraft, the fair value of financial assets and liabilities, acquired intangible assets, goodwill, contingent consideration, and other assets and liabilities, sales and use tax, the estimated life of member relationships, the determination of the allowance for credit losses, impairment assessments, and the incremental borrowing rate for leases. Warrant Liability We determine if warrants are 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 warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether warrants meet all of the requirements for equity classification under ASC 815, including whether warrants are indexed to our common stock, 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 warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, 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 of the criteria for equity classification, warrants are required to be recorded as a liability at their fair value on date of issuance and each balance sheet date thereafter. Changes in the estimated fair value of warrants are recognized as an unrealized gain or loss. We recorded the Private Warrants and Public Warrants (each defined below and collectively the “Warrants”) assumed as part of the Business Combination (see Note 3 and Note 19) as liabilities. Equity-Based Compensation Restricted stock units (“RSUs”) are measured based upon the fair value of a share of Class A common stock on the date of grant. RSUs typically vest upon a service-based requirement, and we recognize compensation expense on a straight-line basis over the requisite service period. Earnout Shares (as defined below) potentially issuable to holders of WUP profits interests and restricted interests as part of the Business Combination (see Note 3 and Note 14) are recorded as equity-based compensation. Earnout Shares contain market conditions and were valued using a Monte Carlo simulation model. Compensation expense related to an award with a market condition is recognized on an accelerated attribution basis over the requisite service period and is not reversed if the market condition is not satisfied. Income Taxes We account for income taxes using the asset and liability method. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating losses, capital losses, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to be in effect when these differences are anticipated to reverse. Management makes estimates, assumptions, and judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, we establish a valuation allowance. We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within income tax expense. Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net income (loss) attributable to Wheels Up by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period. During the periods when there is a net loss, potentially dilutive common shares are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. Deferred Offering Costs We capitalized certain legal, accounting and other direct third-party costs related to the Business Combination. Deferred offering costs were included as an asset on the condensed consolidated balance sheets and were deferred until the Closing Date, at which time they were deducted from additional paid-in capital of the combined business. Reclassifications Certain reclassifications have been made to the prior years’ condensed consolidated financial statements to conform to the current year presentation. Adopted Accounting Pronouncements In December 2019, the FASB issued accounting standards update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (ASC 740) . This standard simplifies the accounting for income taxes by (i) eliminating certain exceptions within ASC 740 and (ii) clarifying and amending the existing guidance to enable consistent application of ASC 740. We adopted ASU 2019-12 on January 1, 2021. This adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC 848) . The FASB issued a subsequent amendment to the initial guidance in January 2021 with ASU 2021-01. This standard provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease financial reporting burdens as the market transitions from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied through December 31, 2022. This adoption did not have a material impact on our consolidated financial statements.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): September 30, December 31, 2020 Aircraft $ 475,769 $ 473,509 Software development costs 32,129 22,414 Leasehold improvements 11,703 9,560 Computer equipment 2,147 1,846 Buildings and improvements 1,424 1,424 Furniture and fixtures 1,959 1,321 Tooling 2,890 1,296 Vehicles 800 597 528,821 511,967 Less: Accumulated depreciation and amortization (214,835) (188,877) Total $ 313,986 $ 323,090 Depreciation and amortization expense of property and equipment was $8.4 million and $26.0 million for the three and nine months ended September 30, 2021, respectively, and $10.0 million and $31.0 million for the three and nine months ended September 30, 2020, respectively. Capitalized costs related to the internal development of software was $3.9 million and $9.6 million for the three and nine months ended September 30, 2021, respectively, and $2.1 million and $5.1 million for the three and nine months ended September 30, 2020, respectively. Amortization expense related to software development costs, included as part of depreciation and amortization expense of property and equipment, was $1.8 million and $4.8 million for the three and nine months ended September 30, 2021, respectively, and $1.2 million and $3.2 million for the three and nine months ended September 30, 2020, respectively.

BUSINESS COMBINATION

BUSINESS COMBINATION	9 Months Ended
	Sep. 30, 2021
Reverse Recapitalization [Abstract]
BUSINESS COMBINATION	BUSINESS COMBINATIONThe Business Combination was accounted for as a reverse recapitalization, where Aspirational was treated as the acquired company for financial reporting purposes. This accounting treatment is the equivalent of Wheels Up issuing stock for the net assets of Aspirational, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Accordingly, WUP is deemed the accounting predecessor of the combined business, and Wheels Up, as the parent company of the combined business, is the successor SEC registrant, meaning that all historical financial information presented in the condensed consolidated financial statements represents the accounts of WUP. Upon closing of the Business Combination, all outstanding WUP common interests and WUP preferred interests (including WUP restricted interests), as well as shares underlying WUP options, were converted into 190.0 million shares of Class A common stock and rolled over into the combined business. In addition, there were 29.0 million outstanding WUP profits interests recapitalized in connection with the Business Combination that can be exchanged on a value-for-value basis for Class A common stock subject to vesting. All references to numbers of common shares and per common share data prior to the Business Combination in these condensed consolidated financial statements and related notes have been retroactively adjusted to account for the effect of the reverse recapitalization. The reported share and per share amounts, have been converted by applying the exchange ratio established in the Merger Agreement of 0.4604, which was based on the Wheels Up implied price per share prior to the Business Combination (the “Exchange Ratio”). On the Closing Date, we received approximately $656.3 million in gross proceeds. In connection with the Business Combination, we incurred $70.4 million of transaction costs, consisting of advisory, legal, share registration and other professional fees, which are recorded within additional paid-in capital as a reduction of proceeds. PIPE Investment In connection with the Business Combination, Aspirational entered into subscription agreements with certain investors (the “PIPE Investors”), whereby Aspirational issued 55,000,000 shares of common stock at a price of $10.00 per share (the “PIPE Shares”) for an aggregate purchase price of $550 million (the “PIPE Investment”), which closed simultaneously with the consummation of the Business Combination. On the Closing Date, the PIPE Shares were automatically converted into shares of Class A common stock on a one-for-one basis. Earnout Shares Further, as part of the Business Combination, existing holders of WUP equity, including holders of profits interests and restricted interests, but excluding holders of stock options, have the right to receive up to an aggregate of 9,000,000 additional shares of Class A common stock in three equal tranches, which are issuable upon the achievement of Class A common stock share price thresholds of $12.50, $15.00, and $17.50 for any 20 trading days within a period of 30 consecutive trading days within five years of the Closing Date, respectively (the “Earnout Shares”). Public Warrants and Private Warrants

REVENUE

REVENUE	9 Months Ended
	Sep. 30, 2021
Revenue from Contract with Customer [Abstract]
REVENUE	REVENUE Disaggregation of Revenue The following table disaggregates revenue by service type and the timing of when these services are provided to the member or customer (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Services transferred at a point in time: Flights, net of discounts and fees $ 218,360 $ 140,280 $ 621,494 $ 343,571 Aircraft management 55,388 36,107 151,405 87,737 Other 6,679 2,313 16,418 6,609 Services transferred over time: Memberships 17,982 13,345 49,144 39,787 Aircraft management 2,617 2,295 7,435 5,679 Other 952 441 3,319 1,825 Total $ 301,978 $ 194,781 $ 849,215 $ 485,208 Revenue in the condensed consolidated statements of operations is presented net of discounts and incentives of $5.0 million and $12.5 million, for the three and nine months ended September 30, 2021, respectively, and $2.8 million and $6.4 million for the three and nine months ended September 30, 2020, respectively. Contract Balances Receivables from member and customer contracts are included within accounts receivable, net. As of September 30, 2021 and December 31, 2020, gross receivables from members and customers were $60.5 million and $38.6 million, respectively. As of September 30, 2021 and December 31, 2020, undeposited funds were $14.0 million and $14.1 million, respectively. As of September 30, 2021 and December 31, 2020, the allowance for expected credit losses was $5.5 million and $2.3 million, respectively. Deferred revenue consists of the following (in thousands): September 30, 2021 December 31, 2020 Flights - Prepaid Blocks and jet cards $ 538,695 $ 609,490 Memberships - annual dues 36,771 32,016 Memberships - initiation fees 4,034 3,870 Flights - credits 6,780 7,291 Other 987 411 Deferred revenue - total 587,267 653,078 Less: Deferred revenue - current (585,319) (651,096) Deferred revenue - non-current $ 1,948 $ 1,982 Changes in deferred revenue for the nine months ended September 30, 2021 were as follows (in thousands): Deferred revenue - beginning balance $ 653,078 Amounts deferred during the period 611,985 Revenue recognized from amounts included in the deferred revenue beginning balance (368,922) Revenue from current period sales (308,874) Deferred revenue - ending balance $ 587,267 Revenue expected to be recognized in future periods for performance obligations that are unsatisfied, or partially unsatisfied, as of September 30, 2021 approximates $101.7 million, $393.2 million, $46.3 million and $46.0 million for 2021, 2022, 2023 and 2024, respectively. Costs to Obtain a Contract Capitalized costs related to sales commissions and referral fees were $3.4 million and $7.4 million for the three and nine months ended September 30, 2021, respectively, and $0.1 million and $2.2 million for the three and nine months ended September 30, 2020, respectively.

ACQUISITIONS

ACQUISITIONS	9 Months Ended
	Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	ACQUISITIONS Mountain Aviation, LLC Acquisition On January 5, 2021, we acquired all of the outstanding equity of Mountain Aviation, LLC (“Mountain Aviation”) for a total purchase price of $40.2 million, consisting of $30.2 million in WUP common interests and $10.0 million in cash. In addition, there is a potential incremental cash earn-out of up to $15.0 million based on achieving certain financial performance metrics related to certain special missions, which represents contingent consideration, and would be payable in the second quarter of 2023 to the extent achieved. The estimated fair value of the earn-out payment using a Monte Carlo simulation model as of the acquisition date was $0. As a result, we have not recorded a liability for the fair value of contingent consideration payable on the condensed consolidated balance sheet as of September 30, 2021. The valuation of the earn-out is based on significant inputs that are not observable in the market; therefore, it is a Level 3 financial instrument. Mountain Aviation adds to our Super-Midsize jet fleet and operations, provides full-service in-house maintenance capabilities, expands our presence in the Western United States and enhances our on-demand transcontinental charter flight capabilities. Acquisition-related costs for Mountain Aviation of $2.0 million were included in general and administrative expense in the condensed consolidated statements of operations for the nine months ended September 30, 2021. The acquisition of Mountain Aviation was determined to be a business combination. As of the date of acquisition, the total preliminary purchase price allocated to the Mountain Aviation assets acquired and liabilities assumed according to their estimated fair values were as follows (in thousands): Current assets $ 32,884 Property and equipment 741 Intangible assets 5,040 Goodwill 37,021 Other assets 45,874 Total assets acquired 121,560 Total liabilities assumed (81,388) Net assets acquired $ 40,172 Current assets of Mountain Aviation included $17.8 million of cash and $10.7 million of accounts receivable, including $1.5 million owed from Wheels Up that was eliminated in consolidation upon acquisition. The above initial fair value estimates of the assets acquired and liabilities assumed were provisional based on the information that was available as of the acquisition date. Goodwill represents the excess of the purchase price over the fair values of the acquired net tangible and intangible assets. The allocated value of goodwill primarily relates to anticipated synergies and economies of scale by combining the use of Mountain Aviation's aircraft, maintenance capabilities and existing business processes with our other acquisitions. The acquired goodwill is approximately 25.0% deductible for tax purposes. The amounts allocated to acquired intangible assets and their associated weighted-average amortization periods, were determined based on the period the assets are expected to contribute directly or indirectly to our cash flows, consists of the following: Amount Weighted-Average Amortization Period Customer relationships $ 4,600 6.0 Trade name 330 1.0 Non-competition agreement 110 1.0 Total acquired intangible assets $ 5,040 5.8 The results of Mountain Aviation were included in the condensed consolidated statement of operations from the date of acquisition. Revenue for Mountain Aviation was $87.2 million, net of intercompany eliminations, and income from operations was $11.5 million from the date of acquisition through September 30, 2021. Unaudited Pro Forma Summary of Operations The accompanying unaudited pro forma summary represents the consolidated results of operations as if the 2020 acquisitions of Wheels Up Private Jets LLC and Gama Aviation LLC (“Gama”) had been completed as of January 1, 2020, and the 2021 acquisition of Mountain Aviation had been completed as of January 1, 2020. The unaudited pro forma financial results for 2021 reflect the results for the three and nine months ended September 30, 2021, as well as the effects of pro forma adjustments for the transaction in 2021. The unaudited pro forma financial information includes the accounting effects of the acquisition, including adjustments to the amortization of intangible assets, and professional fees associated with the transaction. The pro forma results were based on estimates and assumptions, which we believe are reasonable. The unaudited pro forma summary does not necessarily reflect the actual results that would have been achieved had the companies been combined during the periods presented, nor is it necessarily indicative of future consolidated results (in thousands, except per share data). Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net revenue $ 301,978 $ 226,266 $ 851,330 $ 616,894 Net income (loss) $ (59,455) $ 19,081 $ (121,564) $ (55,652) Net income (loss) attributable to Wheels Up Experience Inc. $ (58,617) $ 17,560 $ (115,401) $ (51,372) Net income (loss) per share $ (0.25) $ 0.11 $ (0.60) $ (0.32)

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	GOODWILL AND INTANGIBLE ASSETS Goodwill The change in the carrying value of goodwill for the nine months ended September 30, 2021, was as follows (in thousands): Balance as of December 31, 2020 $ 400,160 Acquisition of Mountain Aviation 37,021 Balance as of September 30, 2021 $ 437,181 Intangible Assets The gross carrying value, accumulated amortization and net carrying value of intangible assets consisted of the following (in thousands): September 30, 2021 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 13,644 $ 66,356 Customer relationships 74,600 12,478 62,122 Non-competition agreement 210 181 29 Trade name 14,230 4,739 9,491 Developed technology 19,545 5,675 13,870 Leasehold interest - favorable 600 52 548 Total $ 189,185 $ 36,769 $ 152,416 December 31, 2020 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 7,645 $ 72,355 Customer relationships 70,000 6,609 63,391 Non-competition agreement 100 100 — Trade name 13,900 2,487 11,413 Developed technology 19,545 3,559 15,986 Leasehold interest - favorable 600 35 565 Total $ 184,145 $ 20,435 $ 163,710 Amortization expense of intangible assets was $5.4 million and $16.0 million for the three and nine months ended September 30, 2021, respectively, and $5.2 million and $14.4 million for the three and nine months ended September 30, 2020, respectively. Intangible Liabilities The gross carrying value, accumulated amortization and net carrying value of intangible liabilities consisted of the following (in thousands): September 30, 2021 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 3,417 $ 16,583 December 31, 2020 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 1,917 $ 18,083 Amortization of intangible liabilities, which reduces amortization expense was $0.5 million and $1.5 million for the three and nine months ended September 30, 2021, respectively, and $0.5 million and $1.4 million for the three and nine months ended September 30, 2020, respectively. Future amortization expense of intangible assets and intangible liabilities held as of September 30, 2021 are as follows (in thousands): Year ending December 31, Intangible Assets Intangible Liabilities 2021 $ 5,450 $ 500 2022 20,124 2,000 2023 19,864 2,000 2024 19,701 2,000 2025 19,288 2,000 Thereafter 67,989 8,083 Total $ 152,416 $ 16,583

CASH, CASH EQUIVALENTS AND REST

CASH, CASH EQUIVALENTS AND RESTRICTED CASH	9 Months Ended
	Sep. 30, 2021
Cash and Cash Equivalents [Abstract]
CASH, CASH EQUIVALENTS AND RESTRICTED CASH	CASH, CASH EQUIVALENTS AND RESTRICTED CASH Cash Equivalents As of September 30, 2021 and December 31, 2020, investments in money market funds recorded as cash equivalents on the condensed consolidated balance sheets were $408.1 million and $103.5 million, respectively. Interest income from cash equivalents of $7 thousand and $25 thousand were recorded in interest income in the condensed consolidated statements of operations for the three and nine months ended September 30, 2021, respectively, and $36 thousand and $0.5 million for the three and nine months ended September 30, 2020, respectively. Restricted Cash As of September 30, 2021 restricted cash on the condensed consolidated balance sheet represents amounts held by financial institutions to establish a standby letter of credit required by the lessor of certain corporate office space. As of December 31, 2020, restricted cash also included $10.0 million related to amounts held by third-party lenders to collateralize our November 2013 secured credit facility (the “1st Facility”), as amended in August 2014 to increase the availability under the 1st Facility to a total of $175.4 million (collectively, the “Amended 1st Credit Facility”). A reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is shown below (in thousands): September 30, 2021 September 30, 2020 Cash and cash equivalents $ 535,253 $ 104,355 Restricted cash 2,177 30,484 Total $ 537,430 $ 134,839 Air Carrier Payroll Support Program On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides aid in the form of loans, grants, tax credits, and other forms of government assistance. Specifically, the CARES Act provided the airline industry with up to $25.0 billion in grants with assurances the support was to be used exclusively for employee salaries, wages, and benefits. During 2020, Wheels Up applied for government assistance under the Payroll Support Program from the U.S. Department of the Treasury (the “Treasury”) as directed by the CARES Act. We were awarded a total grant of $76.4 million to support ongoing operations through payroll funding. For the nine months ended September 30, 2020 we received grant proceeds of $74.2 million. We utilized $51.6 million and $64.9 million of the grant proceeds to offset payroll expenses incurred for the three and nine months ended September 30, 2020, respectively, and the remaining balance was included as restricted cash to offset subsequent payroll expenses incurred during 2020. The support payments were conditioned on our agreement to refrain from conducting involuntary employee layoffs or furloughs through September 30, 2020. Other conditions include continuing essential air service as directed by the Department of Transportation (“DOT”) and certain limitations on executive compensation. Based on the amount received, we were not required to provide financial protection to the Treasury in conjunction with the payroll support obtained.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, an exit price, in an orderly transaction between unaffiliated willing market participants on the measurement date under current market conditions. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available and activity in the markets used to measure fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Level 1 - Quoted prices, unadjusted, in active markets for identical assets or liabilities that can be accessed at the measurement date. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs developed using our own estimates and assumptions, which reflect those that market participants would use in pricing the asset or liability. Financial instruments that are measured at fair value on a recurring basis and their corresponding placement in the fair value hierarchy consist of the following (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 408,056 $ — $ — $ 408,056 Liabilities: Warrant liability - Public Warrants 10,150 — — 10,150 Warrant liability - Private Warrants — 5,798 — 5,798 Total liabilities $ 10,150 $ 5,798 $ — $ 15,948 December 31, 2020 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 103,472 $ — $ — $ 103,472 The carrying amount of money market funds approximates fair value and is classified within Level 1 because we determined the fair value through quoted market prices. The Warrants were accounted for as a liability in accordance with ASC 815-40 (see Note 19). The warrant liability was measured at fair value upon assumption and on a recurring basis, with changes in fair value presented in the condensed consolidated statements of operations. As of the Closing Date and September 30, 2021, we valued the Warrants by applying the valuation technique of a Monte Carlo simulation model to reflect the redemption conditions. We used Level 1 inputs for the Public Warrants and Level 2 inputs for the Private Warrants. The Private Warrants are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. The following table presents the changes in the fair value of the warrant liability (in thousands): Public Warrants Private Warrants Total Fair value as of December 31, 2020 $ — $ — $ — Assumption of Warrants in Business Combination 17,981 10,238 28,219 Change in fair value of warrant liability (7,831) (4,440) (12,271) Fair value as of September 30, 2021 $ 10,150 $ 5,798 $ 15,948

LONG-TERM DEBT

LONG-TERM DEBT	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT On July 21, 2021, in connection with proceeds received from the Business Combination, we repaid substantially all of the outstanding principal of our long-term debt, together with all accrued and unpaid interest in the amount of $175.5 million. The principal balances of all outstanding debt, unamortized debt discounts, and unamortized deferred financing costs are as follows (in thousands): September 30, 2021 December 31, 2020 Amended 1 st Credit Facility: A-1 $ — $ 11,811 A-2 — 7,874 A-3 — 28,104 B — 8,119 2 nd Credit Facility: A — 55,450 B — 24,510 3 rd Credit Facility: A — 53,334 Promissory Notes 153 24,879 CARES Act Paycheck Protection Program Loan — — 153 214,081 Less: Unamortized debt discount — (615) Less: Unamortized deferred financing costs — (2,377) 153 211,089 Less: Current maturities of long-term debt (131) (62,678) Total $ 22 $ 148,411 Amortization expense for debt discounts and deferred financing costs of $0 and $0.6 million were recorded in interest expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2021, respectively, and $0.4 million and $1.3 million for the three and nine months ended September 30, 2020, respectively. As a result of the early payoff of our long-term debt, we recorded a $2.4 million loss on extinguishment of debt for the three and nine months ended September 30, 2021, related to the write off of unamortized debt discounts and deferred financing costs. CARES Act Paycheck Protection Program Loan Mountain Aviation applied for a loan (the “PPP Loan”), which was approved and received prior to our acquisition of the company (see Note 6). Mountain Aviation received the PPP Loan on April 14, 2020 from Zions Bancorporation N.A. dba Vectra Bank (“Vectra”) under the U.S. Small Business Administration's (“SBA’s”) Paycheck Protection Program (“PPP”) enacted as part of the CARES Act in the principal amount of $3.2 million. In connection with the acquisition, a portion of the purchase price was placed in an escrow account at Vectra, to be paid to Vectra if and to the extent the PPP Loan were not to be forgiven by the SBA under the PPP. The seller of Mountain Aviation agreed to pay any amounts owed under the PPP Loan in excess of the amount in escrow and agreed to indemnify us for any obligations we incurred under the PPP Loan to the extent not satisfied from the escrow account. The PPP loan was forgiven by the SBA on June 9, 2021 and the amount of sales proceeds held in escrow were released to the seller. Debt Covenants Our credit facilities contained certain restrictive covenants. For all periods presented, we have satisfied these covenants. Fair Value of Debt The carrying amount of our debt approximated fair value based on the interest rates currently available for debt with similar terms and remaining maturities. We utilized Level 2 inputs to determine the fair value.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal Proceedings We are party to various legal actions arising in the normal course of business. While we do not expect that the ultimate resolution of any of these pending actions will have a material effect on our condensed consolidated results of operations, financial position, or cash flows, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which we currently believe to be immaterial, does not become material in the future. Agreements with Operators We lease certain of our owned and leased aircraft to Gama, a Federal Aviation Administration licensed and DOT registered air carrier, to operate our aircraft. Gama was a third-party independent operator through March 2, 2020, which is the date we executed a purchase agreement to acquire the business. The total amount of fees, net of lease payments from Gama, was $25.7 million from January 1, 2020 through the acquisition date and are included in cost of revenue in the condensed consolidated statements of operations for the nine months ended September 30, 2020. Brand Ambassador Program From time to time, we enter into various barter arrangements with third-parties in which there is an agreement to provide a specified amount of flight time, valued in either hours or dollars, in exchange for media advertising, marketing credits or other activities that promote brand awareness. Revenue recognized as a result of nonmonetary transactions was $1.5 million and $2.8 million for the three and nine months ended September 30, 2021, respectively, and $0.6 million and $1.8 million for the three and nine months ended September 30, 2020, respectively, while expenses included in sales and marketing in the condensed consolidated statement of operations as a result of the same barter arrangements were $1.2 million and $2.3 million, for the three and nine months ended September 30, 2021, respectively, and $0.5 million and $2.0 million for the three and nine months ended September 30, 2020, respectively. The balances for flight revenue and advertising or other marketing credits that have yet to be consumed are included in accrued expenses and prepaid expenses and other current assets on the condensed consolidated balance sheets. As of September 30, 2021 and December 31, 2020, the accrued expenses associated with these barter transactions was $2.9 million and $3.5 million, respectively, and the prepaid expenses and other current assets was $0. Sales and Use Tax Liability We regularly provide services to members in various states within the continental United States, which may create sales and use tax nexus via temporary presence, potentially requiring the payment of these taxes. We determined that there is uncertainty as to what constitutes nexus in respective states for a state to levy taxes, fees, and surcharges relating to our activity. As of September 30, 2021 and December 31, 2020, respectively, we estimate the potential exposure to such tax liability to be $7.9 million and $6.6 million, the expense for which is included in

LEASES

LEASES	9 Months Ended
	Sep. 30, 2021
Leases [Abstract]
LEASES	LEASES Leases primarily pertain to certain controlled aircraft, corporate headquarters, and operational facilities, including aircraft hangars, which are all accounted for as operating leases. Our leases do not contain residual value guarantees, covenants, or other associated restrictions. We have certain variable lease agreements with aircraft owners that contain payment terms based on an hourly lease rate multiplied by the number of flight hours during a month. Variable lease payments were $3.2 million and $12.1 million for the three and nine months ended September 30, 2021, respectively, and $2.7 million and $7.9 million for the three and nine months ended September 30, 2020, respectively. The components of net lease cost are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease costs $ 12,643 $ 6,043 $ 29,900 $ 15,435 Short-term lease costs 3,331 3,907 16,139 12,085 Total lease costs $ 15,974 $ 9,950 $ 46,039 $ 27,520 Costs related to leased aircraft and operational facilities were $14.4 million and $41.1 million for the three and nine months ended September 30, 2021, respectively, and $8.1 million and $22.4 million for the three and nine months ended September 30, 2020, respectively, and are included in cost of revenue in the condensed consolidated statements of operations. Costs related to leased corporate headquarters and other office space including expenses for non-lease components were $1.6 million and $4.7 million for the three and nine months ended September 30, 2021, respectively, and $1.8 million and $5.0 million for the three and nine months ended September 30, 2020, respectively, and are included in general and administrative expense in the condensed consolidated statements of operations. Supplemental cash flow information related to leases are as follows (in thousands): Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows paid for operating leases $ 27,773 $ 20,072 Right-of-use assets obtained in exchange for operating lease obligations $ 62,856 $ 51,519 Supplemental balance sheet information related to leases are as follows: September 30, 2021 December 31, 2020 Weighted-average remaining lease term (in years): Operating leases 6.5 7.5 Weighted-average discount rate: Operating leases 9.5 % 9.5 % Maturities of lease liabilities, as of September 30, 2021, are as follows (in thousands): Year ending December 31, Operating Leases 2021 $ 9,991 2022 36,555 2023 30,948 2024 19,356 2025 14,695 Thereafter 51,498 Total lease payments 163,043 Less: Imputed interest (43,641) Total lease obligations $ 119,402

EQUITY

EQUITY	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
EQUITY	EQUITY Pursuant to the Wheels Up Experience Inc. certificate of incorporation, which was filed on June 23, 2021, we are authorized to issue 2,500,000,000 shares of Class A common stock, with a par value of $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share. Holders of Class A common stock are entitled to one vote per each share.In January 2021, WUP issued common interests that, following conversion in the Business Combination, represented 3,968,900 common shares issued at $7.60 per share as part of the acquisition of Mountain Aviation (see Note 6).

EQUITY-BASED COMPENSATION

EQUITY-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2021
Share-based Payment Arrangement [Abstract]
EQUITY-BASED COMPENSATION	EQUITY-BASED COMPENSATION Currently, we have the following nine equity-based compensation plans that were approved by the board of directors of WUP prior to the Business Combination, Wheels Up Partners Holdings LLC Equity Incentive Plan (“'MIP Plan”), Wheels Up Partners Holdings LLC Equity Incentive Plan II (“MIP Plan II”); Wheels Up Partners Holdings LLC Equity Incentive Plan III (“MIP Plan III”); Wheels Up Partners Holdings LLC Equity Incentive Plan IV (“MIP Plan IV”); and Wheels Up Partners Holdings LLC Equity Incentive Plan V (“MIP Plan V”); Wheels Up Partners Holdings LLC Equity Incentive Plan VI (“MIP Plan VI”); Wheels Up Partners Holdings LLC Equity Incentive Plan VII (“MIP Plan VII”) and Wheels Up Partners Holdings LLC Equity Incentive Plan VIII (“MIP Plan VIII”); which collectively constitute the management incentive plan and the Wheels Up Partners Holdings LLC Option Plan, which is the WUP stock option plan. As of September 30, 2021, no grants can be made under the WUP management incentive plan or the WUP stock option plan. In connection with the Business Combination, the board of directors (the “Board”) of Wheels Up adopted the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “2021 LTIP Plan”), for employees, consultants and other qualified persons. The 2021 LTIP Plan provides for the grant of incentive options, nonstatutory options, restricted stock, RSUs, rights, dividend equivalents, other stock-based awards, performance awards, cash awards or any combination of the foregoing. As of the Closing Date, the Board granted accelerated vesting of 18 months on all outstanding equity-based compensation awards in connection with the Business Combination. This modification to our awards resulted in the acceleration of all remaining compensation cost due to a shorter requisite service period as compared to the original award. There was no change to the fair value or incremental compensation cost incurred. Management Incentive Plan As of September 30, 2021, the Board had authorized and issued an aggregate of 31.3 million profits interests under the WUP management incentive plan. The following table summarizes the profits interests activity under the WUP management incentive plan as of September 30, 2021: Number of Weighted-Average Grant (in thousands) Outstanding profits interests as of January 1, 2021 29,111 $ 0.42 Granted — — Exercised (206) 0.74 Expired/forfeited — — Outstanding profits interests as of September 30, 2021 28,905 $ 0.42 The weighted-average remaining contractual term as of September 30, 2021 for profits interests outstanding was approximately 9.8 years. The following table summarizes the status of non-vested profits interests as of September 30, 2021: Number of Weighted-Average Grant (in thousands) Non-vested profits interests as of January 1, 2021 12,619 $ 0.29 Granted — Vested (7,886) 0.25 Forfeited — — Non-vested profits interests as of September 30, 2021 4,733 $ 0.35 The total unrecognized compensation cost related to non-vested profits interests was $1.7 million as of September 30, 2021 and is expected to be recognized over a weighted-average period of 1.4 years. The total fair value of vested profits interests amounted to $2.0 million for the nine months ended September 30, 2021. As of September 30, 2021, under MIP Plan VII, the Board authorized and issued to certain Wheels Up employees an aggregate of 4.7 million restricted interests under the WUP management incentive plan. The following table summarizes the restricted interests activity under the WUP management incentive plan as of September 30, 2021: Number of Weighted-Average Grant (in thousands) Non-vested and outstanding restricted interests as of January 1, 2021 4,662 $ 3.98 Granted — — Vested — — Expired/forfeited — — Non-vested and outstanding restricted interests as of September 30, 2021 4,662 $ 3.98 The weighted-average remaining contractual term as of September 30, 2021 for restricted interests outstanding was approximately 8.3 years. The total unrecognized compensation cost related to non-vested restricted interests was $5.9 million as of September 30, 2021. Restricted interests are time and performance-based awards that vest with a change in control or initial public offering. As a result, we started recording compensation cost for restricted interests on the Closing Date. The restricted interests granted vest when both of the following conditions exist: (i) ratably over a four-year service period and (ii) upon the first to occur of (A) a change of control and (B) the later to occur of (1) six months after an initial public offering and (2) 30 days after the expiration of any applicable lock-up period in connection with an initial public offering. Stock Option Plan As of September 30, 2021, the number of stock options authorized and issued in aggregate under the stock option plan was 17.5 million. The following table summarizes the activity under the stock option plan as of September 30, 2021: Number of Weighted- Weighted-Average Grant (in thousands) Outstanding stock options as of January 1, 2021 16,284 $ 7.51 $ 1.17 Granted 921 10.00 3.54 Exercised (230) 7.19 0.78 Expired/forfeited (49) 7.19 0.67 Outstanding stock options as of September 30, 2021 16,926 $ 7.65 $ 1.31 Exercisable stock options as of September 30, 2021 11,747 $ 7.39 $ 1.03 The aggregate intrinsic value as of September 30, 2021 for stock options that were outstanding and exercisable was $0.1 million. The weighted-average remaining contractual term as of September 30, 2021 for stock options that were outstanding and exercisable was approximately 8.0 years and 7.7 years, respectively. The following table summarizes the status of non-vested stock options as of September 30, 2021: Number of Stock Weighted-Average Grant (in thousands) Non-vested stock options as of January 1, 2021 10,987 $ 1.41 Granted 921 3.54 Vested (6,681) 1.29 Forfeited (48) 0.67 Non-vested stock options as of September 30, 2021 5,179 $ 1.94 The total unrecognized compensation cost related to non-vested stock options was $9.6 million as of September 30, 2021 and is expected to be recognized over a weighted-average period of 2.0 years. The total fair value of stock options vested approximated $8.6 million for the nine months ended September 30, 2021. LTIP Plan As of September 30, 2021, the Board authorized an aggregate of 27.3 million shares for issuance under the 2021 LTIP Plan and 5.9 million RSUs were outstanding. The following table summarizes the activity under the 2021 LTIP Plan related to RSUs as of September 30, 2021: Number of RSUs Weighted-Average Grant (in thousands) Non-vested and outstanding RSUs as of January 1, 2021 — $ — Granted 5,856 7.48 Vested — — Forfeited — — Non-vested and outstanding RSUs as of September 30, 2021 5,856 $ 7.48 The total unrecognized compensation cost related to non-vested RSUs was $43.2 million as of September 30, 2021 and is expected to be recognized over a weighted-average period of 2.9 years. Equity-Based Compensation Expense Compensation expense for profits interests recognized in the condensed consolidated statements of operations was $1.0 million and $1.5 million for the three and nine months ended September 30, 2021, respectively, and $0.3 million and $0.8 million for the three and nine months ended September 30, 2020, respectively. Compensation expense for restricted interests recognized in the condensed consolidated statements of operations was $12.6 million for the three and nine months ended September 30, 2021 and $0 for the three and nine months ended September 30, 2020. Compensation expense for stock options recognized in the condensed consolidated statements of operations was $5.4 million and $7.7 million for the three and nine months ended September 30, 2021, respectively, and $0.9 million and $1.7 million for the three and nine months ended September 30, 2020, respectively. Compensation expense for RSUs recognized in the condensed consolidated statements of operations was $0.6 million for the three and nine months ended September 30, 2021. The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 679 $ 109 $ 779 $ 226 Technology and development 619 129 806 342 Sales and marketing 2,449 261 2,901 814 General and administrative 24,159 669 26,182 1,142 Total equity-based compensation expense $ 27,906 $ 1,168 $ 30,668 $ 2,524 Earnout Shares The 9,000,000 Earnout Shares vest with the achievement of separate market conditions. One-third of the Earnout Shares will meet the market condition when the closing Class A common stock price is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days within five years of the Closing Date. An additional one-third will vest when the Class A common stock is greater than or equal to $15.00 over the same measurement period. The final one-third will vest when the Class A common stock is greater than or equal to $17.50 over the same measurement period. Earnout Shares that are attributable to WUP profits interests and restricted interests require continued employment as of the date on which each of the Earnout Share market conditions are met. In the event such Earnout Shares are forfeited, the number of shares that could be issued will be redistributed on a pro-rata basis to all other Earnout Share holders. Upon redistribution to any holder of WUP profits interests or restricted interests, such awards will be recorded as new awards. There have been no forfeitures of Earnout Shares as of September 30, 2021. The grant-date fair value of the Earnout Shares attributable to the holders of WUP profits interests and restricted interests, using a Monte Carlo simulation model, was $57.9 million and will be recognized as compensation expense on a graded vesting basis over the derived service period or shorter if the Earnout Shares vest. The derived service period began on the Closing Date and is a weighted-average period of 1.7 years.

NON-CONTROLLING INTERESTS

NON-CONTROLLING INTERESTS	9 Months Ended
	Sep. 30, 2021
Noncontrolling Interest [Abstract]
NON-CONTROLLING INTERESTS	NON-CONTROLLING INTERESTS MIP LLC is a single purpose entity formed for the purpose of administering and effectuating the award of profits interests to employees, consultants, and other qualified persons. Wheels Up is the sole managing member of MIP LLC and, as a result, consolidates the financial results of MIP LLC. We record non-controlling interests representing the ownership interest in MIP LLC held by other members of MIP LLC. In connection with the Business Combination, the Seventh Amended and Restated LLC Agreement was adopted, allowing members of MIP LLC, subject to certain restrictions, to exchange their vested profits interests for cash or a corresponding number of shares of Class A common stock, at the option of Wheels Up, based on the value of such profits interests relative to their applicable participation threshold. The decision of whether to exchange profits interests for cash or Class A common stock is made solely at the discretion of Wheels Up. Accordingly, the profits interests held by MIP LLC are treated as permanent equity and changes in the ownership interest of MIP LLC are accounted for as equity transactions. Future exchanges of profits interests will reduce the amount recorded as non-controlling interests and increase additional paid-in-capital on the condensed consolidated balance sheets. The calculation of non-controlling interests is as follows: September 30, 2021 December 31, 2020 Number of LLC common units held by Wheels Up (1) 245,583,108 98.7 % 169,717,146 91.1 % Number of vested profits interests attributable to non-controlling interests (2) 3,285,315 1.3 % 16,492,865 8.9 % Total LLC common units and vested profits interests outstanding 248,868,423 100.0 % 186,210,011 100.0 % (1) LLC common units represent an equivalent ownership of Class A common stock outstanding. (2) Based on the closing price of Class A common stock on the last trading day of the period, there would be 24,173,465 LLC common units issuable upon conversion of vested and unvested profits interests outstanding as of September 30, 2021. Weighted average ownership percentages are used to allocate net income (loss) to Wheels Up and the non-controlling interest holders. The non-controlling interests weighted average ownership percentage was 1.4% and 5.1% for the three and nine months ended September 30, 2021, respectively, and 8.0% and 7.7% for the three and nine months ended September 30, 2020, respectively.

RELATED PARTIES

RELATED PARTIES	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTIES	RELATED PARTIES We engage in transactions with certain stockholders who are also members, ambassadors or customers. Such transactions primarily relate to their membership in the Wheels Up program, flights, and flight-related services. As of December 31, 2020, a stockholder held a portion of the debt outstanding under our credit facilities. We incurred expenses of $1.4 million and $3.2 million for the three and nine months ended September 30, 2021, respectively, and $0.6 million and $2.8 million for the three and nine months ended September 30, 2020, respectively, from transactions related to a commercial cooperation agreement with our stockholder Delta Air Lines, Inc. (“Delta”), of which $4.3 million and $3.0 million are included in accrued expenses on the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. In addition, we provided $0.4 million and $1.6 million of flights to certain persons currently and previously affiliated with Delta at a discount to our retail pricing for the three and nine months ended September 30, 2021, respectively, and $0.5 million and $1.4 million for the three and nine months ended September 30, 2020, respectively. Delta provided Wheels Up pilots airfare for business travel at no cost during the periods presented. We incurred expenses of $0.2 million and $0.3 million for the three and nine months ended September 30, 2021, respectively, for an aircraft leased from the company of a stockholder. We incurred expenses of $23 thousand and $69 thousand for the three and nine months ended September 30, 2021, respectively, and $23 thousand for the three and nine months ended September 30, 2020, respectively, with the company of a stockholder for consultation services on employee benefits. We incurred expenses of $0 for the three and nine months ended September 30, 2021 and $8 thousand and $29 thousand for the three and nine months ended September 30, 2020, respectively, with a company in which a Wheels Up executive and a member of the Board holds an ownership interest. We incurred expenses of $0.1 million for the three and nine months ended September 30, 2021, respectively, and $0.1 million for the three and nine months ended September 30, 2020, respectively, for an immediate family member of a Wheels Up executive and a member of the Board who was a full-time employee. Employee Loans Receivable In January 2016, a senior executive of Wheels Up borrowed $5.0 million from Wheels Up. The borrower executed an interest bearing secured promissory note with a maturity date of January 17, 2025. The interest rate on the loan is 1.8% per annum, which is payable upon the maturity date. Based on our anticipation that the Board was ultimately going to decide to forgive the senior executive loan, a full reserve was previously recorded on the amount outstanding. Prior to the effectiveness of the registration statement on Form S-4 filed by Aspirational, which the SEC declared effective on June 23, 2021, the Board forgave the senior executive loan. As of December 31, 2020, a Gama senior executive had borrowed $0.1 million that was fully repaid in January 2021.

NET INCOME (LOSS) PER SHARE

NET INCOME (LOSS) PER SHARE	9 Months Ended
	Sep. 30, 2021
Earnings Per Share [Abstract]
NET INCOME (LOSS) PER SHARE	NET INCOME (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income (loss) attributable to Wheels Up Experience Inc. - basic and diluted $ (58,485) $ 18,909 $ (114,050) $ (47,348) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted 235,341 165,055 191,057 161,649 Basic and diluted net income (loss) per share of Class A common stock $ (0.25) $ 0.11 $ (0.60) $ (0.29) There were no dividends declared or paid for the three and nine months ended September 30, 2021 or 2020. Basic and diluted net income (loss) per share were computed using the two-class method. The two-class method is an allocation formula that determines earnings or loss per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings or losses. Shares of unvested restricted stock are considered participating securities because these awards contain a non-forfeitable right to participate equally in any dividends prior to forfeiture of the restricted stock, if any, irrespective of whether the awards ultimately vest. WUP restricted interests were converted into shares of restricted stock as of the Closing Date (see Note 3). All issued and outstanding shares of restricted stock, whether vested or unvested, are included in the weighted-average shares of Class A common stock outstanding beginning on the Closing Date. Profits interests held by other members of MIP LLC, which comprise the non-controlling interests (see Note 15), are not subject to the net income (loss) per share calculation until such time the vested profits interests are actually exchanged for shares of Class A common stock. The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Warrants 10,870,308 — 3,623,436 — Earnout Shares 7,813,187 — 2,604,396 — RSUs 836,499 — 279,858 — Stock options 16,879,379 11,153,335 16,463,474 10,494,947 Total anti-dilutive securities 36,399,373 11,153,335 22,971,164 10,494,947

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXESWe are subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income or loss of Wheels Up Partners Holdings LLC, as well as any standalone income or loss Wheels Up generates. Wheels Up Partners Holdings LLC is treated as a partnership for U.S. federal and most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, any taxable income or loss generated by Wheels Up Partners Holdings LLC is passed through to and included in the taxable income or loss of its members, including Wheels Up. We recorded income tax expense of $0 for the three and nine months ended September 30, 2021 and September 30, 2020. The effective tax rate was 0.0% for the three and nine months ended September 30, 2021 and September 30, 2020. Our effective tax rate for the three months and nine months ended September 30, 2021 differs from the federal statutory rate of 21% primarily due to a full valuation allowance against our net deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. For the periods prior to the Business Combination, there is no income tax expense recorded as Wheels Up Partners Holdings LLC, as a partnership, is not subject to U.S. federal and most applicable state and local income taxes. We evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of its deferred tax assets may not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and tax-planning strategies. As of September 30, 2021, we concluded, based on the weight of all available positive and negative evidence, that it is more likely than not that the deferred assets will not be realized. Accordingly, a full valuation allowance has been established.

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2021
Warrants and Rights Note Disclosure [Abstract]
WARRANTS	WARRANTS Prior to the Business Combination, Aspirational issued 7,991,544 Public Warrants and 4,529,950 Private Warrants. Upon the Closing Date, Wheels Up assumed the Warrants. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. The Warrants become exercisable on the later of (a) 30 days after the completion of the Business Combination and (b) 12 months from the closing of the Aspirational initial public offering on September 25, 2020, and expire five years from the completion of the Business Combination or earlier upon redemption or liquidation. Redemption of Warrants when the price of Class A common stock equals or exceeds $18.00: Once the Warrants become exercisable, Wheels Up may redeem the outstanding Warrants (except as described below with respect to the Private Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption to each Warrant holder; and • if, and only if, the last reported Class A common stock sales price for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which Wheels Up sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). Redemption of warrants when the price of Class A common stock equals or exceeds $10.00: Once the Warrants become exercisable, Wheels Up may redeem the outstanding Warrants: • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. The exercise price and number of 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 shares at a price below its exercise price. Additionally, in no event will Wheels Up be required to net cash settle the Public Warrants. The Private Warrants are identical to the Public Warrants underlying the units sold in the Aspirational Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private 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 Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by Wheels Up and exercisable by such holders on the same basis as the Public Warrants. In connection with the Business Combination, we filed a Registration Statement on Form S-1 that was declared effective by the SEC on August 24, 2021. This Registration Statement relates to the issuance of an aggregate of 12,521,494 shares of Class A common stock underlying the Warrants. As of September 30, 2021, there have not been any Warrants exercised and 12,521,494 remain outstanding. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the Warrants. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the Warrants would be entitled to receive cash for their Warrants (the “Tender Offer Provision”).

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSWe evaluated events occurring subsequent to September 30, 2021, through November 10, 2021, the date on which the condensed consolidated financial statements were issued, for potential recognition and disclosure in the condensed consolidated financial statements. The following summarizes the subsequent events that require disclosure:In October 2021, Wheels Up began entering into long-term contracts with certain third-party aircraft operators for access to a minimum number of aircraft and hours per month from these operators for a period in excess of a year. Deposits have been paid to these operators totaling $33.5 million as of the date hereof.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the condensed consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements at that date, but certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in our annual audited consolidated financial statements. The condensed consolidated financial statements include the accounts of Wheels Up Experience Inc. and its wholly-owned subsidiaries. We consolidate Wheels Up Partners MIP LLC (“MIP LLC”) and record the profits interests held in MIP LLC that Wheels Up does not own as non-controlling interests (see Note 15). All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of EstimatesPreparing the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to SARS-CoV-2 or COVID-19, and any evolutions thereof (“COVID-19”). The most significant estimates include, but are not limited to, the useful lives and residual values of purchased aircraft, the fair value of financial assets and liabilities, acquired intangible assets, goodwill, contingent consideration, and other assets and liabilities, sales and use tax, the estimated life of member relationships, the determination of the allowance for credit losses, impairment assessments, and the incremental borrowing rate for leases.
Warrant Liability	Warrant Liability We determine if warrants are 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 warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether warrants meet all of the requirements for equity classification under ASC 815, including whether warrants are indexed to our common stock, 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 warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, 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 of the criteria for equity classification, warrants are required to be recorded as a liability at their fair value on date of issuance and each balance sheet date thereafter. Changes in the estimated fair value of warrants are recognized as an unrealized gain or loss.
Income Taxes	Income Taxes We account for income taxes using the asset and liability method. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating losses, capital losses, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to be in effect when these differences are anticipated to reverse. Management makes estimates, assumptions, and judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, we establish a valuation allowance. We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within income tax expense.
Net Loss per Share	Net Income (Loss) per ShareBasic net income (loss) per share is computed by dividing net income (loss) attributable to Wheels Up by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period. During the periods when there is a net loss, potentially dilutive common shares are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive.
Deferred Offering Costs	Deferred Offering Costs We capitalized certain legal, accounting and other direct third-party costs related to the Business Combination. Deferred offering costs were included as an asset on the condensed consolidated balance sheets and were deferred until the Closing Date, at which time they were deducted from additional paid-in capital of the combined business.
Reclassifications	Reclassifications Certain reclassifications have been made to the prior years’ condensed consolidated financial statements to conform to the current year presentation.
Adopted Accounting Pronouncements	Adopted Accounting Pronouncements In December 2019, the FASB issued accounting standards update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (ASC 740) . This standard simplifies the accounting for income taxes by (i) eliminating certain exceptions within ASC 740 and (ii) clarifying and amending the existing guidance to enable consistent application of ASC 740. We adopted ASU 2019-12 on January 1, 2021. This adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC 848) . The FASB issued a subsequent amendment to the initial guidance in January 2021 with ASU 2021-01. This standard provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease financial reporting burdens as the market transitions from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied through December 31, 2022. This adoption did not have a material impact on our consolidated financial statements.

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment	Property and equipment consist of the following (in thousands): September 30, December 31, 2020 Aircraft $ 475,769 $ 473,509 Software development costs 32,129 22,414 Leasehold improvements 11,703 9,560 Computer equipment 2,147 1,846 Buildings and improvements 1,424 1,424 Furniture and fixtures 1,959 1,321 Tooling 2,890 1,296 Vehicles 800 597 528,821 511,967 Less: Accumulated depreciation and amortization (214,835) (188,877) Total $ 313,986 $ 323,090

REVENUE (Tables)

REVENUE (Tables)	9 Months Ended
	Sep. 30, 2021
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	The following table disaggregates revenue by service type and the timing of when these services are provided to the member or customer (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Services transferred at a point in time: Flights, net of discounts and fees $ 218,360 $ 140,280 $ 621,494 $ 343,571 Aircraft management 55,388 36,107 151,405 87,737 Other 6,679 2,313 16,418 6,609 Services transferred over time: Memberships 17,982 13,345 49,144 39,787 Aircraft management 2,617 2,295 7,435 5,679 Other 952 441 3,319 1,825 Total $ 301,978 $ 194,781 $ 849,215 $ 485,208
Contract with Customer, Contract Asset, Contract Liability, and Receivable	Deferred revenue consists of the following (in thousands): September 30, 2021 December 31, 2020 Flights - Prepaid Blocks and jet cards $ 538,695 $ 609,490 Memberships - annual dues 36,771 32,016 Memberships - initiation fees 4,034 3,870 Flights - credits 6,780 7,291 Other 987 411 Deferred revenue - total 587,267 653,078 Less: Deferred revenue - current (585,319) (651,096) Deferred revenue - non-current $ 1,948 $ 1,982 Changes in deferred revenue for the nine months ended September 30, 2021 were as follows (in thousands): Deferred revenue - beginning balance $ 653,078 Amounts deferred during the period 611,985 Revenue recognized from amounts included in the deferred revenue beginning balance (368,922) Revenue from current period sales (308,874) Deferred revenue - ending balance $ 587,267

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	9 Months Ended
	Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]
Schedule of Business Acquisitions, by Acquisition	As of the date of acquisition, the total preliminary purchase price allocated to the Mountain Aviation assets acquired and liabilities assumed according to their estimated fair values were as follows (in thousands): Current assets $ 32,884 Property and equipment 741 Intangible assets 5,040 Goodwill 37,021 Other assets 45,874 Total assets acquired 121,560 Total liabilities assumed (81,388) Net assets acquired $ 40,172
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination	The amounts allocated to acquired intangible assets and their associated weighted-average amortization periods, were determined based on the period the assets are expected to contribute directly or indirectly to our cash flows, consists of the following: Amount Weighted-Average Amortization Period Customer relationships $ 4,600 6.0 Trade name 330 1.0 Non-competition agreement 110 1.0 Total acquired intangible assets $ 5,040 5.8
Business Acquisition, Pro Forma Information	Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net revenue $ 301,978 $ 226,266 $ 851,330 $ 616,894 Net income (loss) $ (59,455) $ 19,081 $ (121,564) $ (55,652) Net income (loss) attributable to Wheels Up Experience Inc. $ (58,617) $ 17,560 $ (115,401) $ (51,372) Net income (loss) per share $ (0.25) $ 0.11 $ (0.60) $ (0.32)

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	The change in the carrying value of goodwill for the nine months ended September 30, 2021, was as follows (in thousands): Balance as of December 31, 2020 $ 400,160 Acquisition of Mountain Aviation 37,021 Balance as of September 30, 2021 $ 437,181
Schedule of Finite-Lived Intangible Assets	The gross carrying value, accumulated amortization and net carrying value of intangible assets consisted of the following (in thousands): September 30, 2021 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 13,644 $ 66,356 Customer relationships 74,600 12,478 62,122 Non-competition agreement 210 181 29 Trade name 14,230 4,739 9,491 Developed technology 19,545 5,675 13,870 Leasehold interest - favorable 600 52 548 Total $ 189,185 $ 36,769 $ 152,416 December 31, 2020 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 7,645 $ 72,355 Customer relationships 70,000 6,609 63,391 Non-competition agreement 100 100 — Trade name 13,900 2,487 11,413 Developed technology 19,545 3,559 15,986 Leasehold interest - favorable 600 35 565 Total $ 184,145 $ 20,435 $ 163,710
Schedule of Intangible Liabilities	The gross carrying value, accumulated amortization and net carrying value of intangible liabilities consisted of the following (in thousands): September 30, 2021 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 3,417 $ 16,583 December 31, 2020 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 1,917 $ 18,083
Schedule of Finite-Lived Intangible Assets and Liabilities, Future Amortization Expense	Future amortization expense of intangible assets and intangible liabilities held as of September 30, 2021 are as follows (in thousands): Year ending December 31, Intangible Assets Intangible Liabilities 2021 $ 5,450 $ 500 2022 20,124 2,000 2023 19,864 2,000 2024 19,701 2,000 2025 19,288 2,000 Thereafter 67,989 8,083 Total $ 152,416 $ 16,583

CASH, CASH EQUIVALENTS AND RE_2

CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables)	9 Months Ended
	Sep. 30, 2021
Cash and Cash Equivalents [Abstract]
Schedule of Cash and Cash Equivalents	A reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is shown below (in thousands): September 30, 2021 September 30, 2020 Cash and cash equivalents $ 535,253 $ 104,355 Restricted cash 2,177 30,484 Total $ 537,430 $ 134,839
Restrictions on Cash and Cash Equivalents	A reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is shown below (in thousands): September 30, 2021 September 30, 2020 Cash and cash equivalents $ 535,253 $ 104,355 Restricted cash 2,177 30,484 Total $ 537,430 $ 134,839

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value, Assets Measured on Recurring Basis	Financial instruments that are measured at fair value on a recurring basis and their corresponding placement in the fair value hierarchy consist of the following (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 408,056 $ — $ — $ 408,056 Liabilities: Warrant liability - Public Warrants 10,150 — — 10,150 Warrant liability - Private Warrants — 5,798 — 5,798 Total liabilities $ 10,150 $ 5,798 $ — $ 15,948 December 31, 2020 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 103,472 $ — $ — $ 103,472
Fair Value, Warrant Liabilities	The following table presents the changes in the fair value of the warrant liability (in thousands): Public Warrants Private Warrants Total Fair value as of December 31, 2020 $ — $ — $ — Assumption of Warrants in Business Combination 17,981 10,238 28,219 Change in fair value of warrant liability (7,831) (4,440) (12,271) Fair value as of September 30, 2021 $ 10,150 $ 5,798 $ 15,948

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	The principal balances of all outstanding debt, unamortized debt discounts, and unamortized deferred financing costs are as follows (in thousands): September 30, 2021 December 31, 2020 Amended 1 st Credit Facility: A-1 $ — $ 11,811 A-2 — 7,874 A-3 — 28,104 B — 8,119 2 nd Credit Facility: A — 55,450 B — 24,510 3 rd Credit Facility: A — 53,334 Promissory Notes 153 24,879 CARES Act Paycheck Protection Program Loan — — 153 214,081 Less: Unamortized debt discount — (615) Less: Unamortized deferred financing costs — (2,377) 153 211,089 Less: Current maturities of long-term debt (131) (62,678) Total $ 22 $ 148,411

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2021
Leases [Abstract]
Lease, Cost	The components of net lease cost are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease costs $ 12,643 $ 6,043 $ 29,900 $ 15,435 Short-term lease costs 3,331 3,907 16,139 12,085 Total lease costs $ 15,974 $ 9,950 $ 46,039 $ 27,520 Supplemental cash flow information related to leases are as follows (in thousands): Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows paid for operating leases $ 27,773 $ 20,072 Right-of-use assets obtained in exchange for operating lease obligations $ 62,856 $ 51,519 Supplemental balance sheet information related to leases are as follows: September 30, 2021 December 31, 2020 Weighted-average remaining lease term (in years): Operating leases 6.5 7.5 Weighted-average discount rate: Operating leases 9.5 % 9.5 %
Lessee, Operating Lease, Liability, Maturity	Maturities of lease liabilities, as of September 30, 2021, are as follows (in thousands): Year ending December 31, Operating Leases 2021 $ 9,991 2022 36,555 2023 30,948 2024 19,356 2025 14,695 Thereafter 51,498 Total lease payments 163,043 Less: Imputed interest (43,641) Total lease obligations $ 119,402

EQUITY-BASED COMPENSATION (Tabl

EQUITY-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2021
Share-based Payment Arrangement [Abstract]
Shared-based Payment Arrangement, Profits Interests, Activity	The following table summarizes the profits interests activity under the WUP management incentive plan as of September 30, 2021: Number of Weighted-Average Grant (in thousands) Outstanding profits interests as of January 1, 2021 29,111 $ 0.42 Granted — — Exercised (206) 0.74 Expired/forfeited — — Outstanding profits interests as of September 30, 2021 28,905 $ 0.42
Schedule Of Nonvested Profit Interests Activity	The following table summarizes the status of non-vested profits interests as of September 30, 2021: Number of Weighted-Average Grant (in thousands) Non-vested profits interests as of January 1, 2021 12,619 $ 0.29 Granted — Vested (7,886) 0.25 Forfeited — — Non-vested profits interests as of September 30, 2021 4,733 $ 0.35
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity	The following table summarizes the restricted interests activity under the WUP management incentive plan as of September 30, 2021: Number of Weighted-Average Grant (in thousands) Non-vested and outstanding restricted interests as of January 1, 2021 4,662 $ 3.98 Granted — — Vested — — Expired/forfeited — — Non-vested and outstanding restricted interests as of September 30, 2021 4,662 $ 3.98
Share-based Payment Arrangement, Option, Activity	The following table summarizes the activity under the stock option plan as of September 30, 2021: Number of Weighted- Weighted-Average Grant (in thousands) Outstanding stock options as of January 1, 2021 16,284 $ 7.51 $ 1.17 Granted 921 10.00 3.54 Exercised (230) 7.19 0.78 Expired/forfeited (49) 7.19 0.67 Outstanding stock options as of September 30, 2021 16,926 $ 7.65 $ 1.31 Exercisable stock options as of September 30, 2021 11,747 $ 7.39 $ 1.03
Schedule of Nonvested Share Activity	The following table summarizes the status of non-vested stock options as of September 30, 2021: Number of Stock Weighted-Average Grant (in thousands) Non-vested stock options as of January 1, 2021 10,987 $ 1.41 Granted 921 3.54 Vested (6,681) 1.29 Forfeited (48) 0.67 Non-vested stock options as of September 30, 2021 5,179 $ 1.94
Share-based Payment Arrangement, Restricted Stock Unit, Activity	The following table summarizes the activity under the 2021 LTIP Plan related to RSUs as of September 30, 2021: Number of RSUs Weighted-Average Grant (in thousands) Non-vested and outstanding RSUs as of January 1, 2021 — $ — Granted 5,856 7.48 Vested — — Forfeited — — Non-vested and outstanding RSUs as of September 30, 2021 5,856 $ 7.48
Share-based Payment Arrangement, Expensed and Capitalized, Amount	The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 679 $ 109 $ 779 $ 226 Technology and development 619 129 806 342 Sales and marketing 2,449 261 2,901 814 General and administrative 24,159 669 26,182 1,142 Total equity-based compensation expense $ 27,906 $ 1,168 $ 30,668 $ 2,524

NON-CONTROLLING INTERESTS (Tabl

NON-CONTROLLING INTERESTS (Tables)	9 Months Ended
	Sep. 30, 2021
Noncontrolling Interest [Abstract]
Noncontrolling Interest	The calculation of non-controlling interests is as follows: September 30, 2021 December 31, 2020 Number of LLC common units held by Wheels Up (1) 245,583,108 98.7 % 169,717,146 91.1 % Number of vested profits interests attributable to non-controlling interests (2) 3,285,315 1.3 % 16,492,865 8.9 % Total LLC common units and vested profits interests outstanding 248,868,423 100.0 % 186,210,011 100.0 % (1) LLC common units represent an equivalent ownership of Class A common stock outstanding.

NET INCOME (LOSS) PER SHARE (Ta

NET INCOME (LOSS) PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2021
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income (loss) attributable to Wheels Up Experience Inc. - basic and diluted $ (58,485) $ 18,909 $ (114,050) $ (47,348) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted 235,341 165,055 191,057 161,649 Basic and diluted net income (loss) per share of Class A common stock $ (0.25) $ 0.11 $ (0.60) $ (0.29)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Warrants 10,870,308 — 3,623,436 — Earnout Shares 7,813,187 — 2,604,396 — RSUs 836,499 — 279,858 — Stock options 16,879,379 11,153,335 16,463,474 10,494,947 Total anti-dilutive securities 36,399,373 11,153,335 22,971,164 10,494,947

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 528,821	$ 511,967
Less: Accumulated depreciation and amortization	(214,835)	(188,877)
Total	313,986	323,090
Aircraft
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	475,769	473,509
Software development costs
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	32,129	22,414
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	11,703	9,560
Computer equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,147	1,846
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,424	1,424
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,959	1,321
Tooling
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,890	1,296
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 800	$ 597

PROPERTY AND EQUIPMENT - Additi

PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 8.4	$ 10	$ 26	$ 31
Capitalized computer software, additions	3.9	2.1	9.6	5.1
Software development costs
Property, Plant and Equipment [Line Items]
Amortization	$ 1.8	$ 1.2	$ 4.8	$ 3.2

BUSINESS COMBINATION (Details)

BUSINESS COMBINATION (Details) $ / shares in Units, $ in Millions	Jul. 13, 2021USD ($)$ / sharesshares	Sep. 30, 2021$ / sharesshares
Reverse Recapitalization [Line Items]
Awards converted (in shares)	29,000,000
Exchange ratio	0.4604
Gross proceeds | $	$ 656.3
Transaction costs | $	$ 70.4
Common stock issued (in shares)	55,000,000
Common stock issued, price (in dollars per share) | $ / shares	$ 10
Purchase price | $	$ 550
Units outstanding (in shares)	23,974,362
Number of shares of common stock contained in each unit (in shares)	1
Number of warrants contained in each unit (in shares)	0.3333
Warrants, sale price (in dollars per share) | $ / shares	$ 1.50
Warrants, exercise price (in dollars per share) | $ / shares	$ 11.50
Public Warrants
Reverse Recapitalization [Line Items]
Warrants outstanding (in shares)	7,991,544
Warrants, exercise price (in dollars per share) | $ / shares	$ 11.50
Private Warrants
Reverse Recapitalization [Line Items]
Warrants outstanding (in shares)	4,529,950
Warrants, exercise price (in dollars per share) | $ / shares	$ 11.50
Common Class A
Reverse Recapitalization [Line Items]
Stock converted (in shares)	190,000,000
Stock converted, conversion ratio	1
Warrants outstanding (in shares)		12,521,494
Common Class A | Share-based Payment Arrangement, Tranche One
Reverse Recapitalization [Line Items]
Nonvested awards, stock price milestone (in dollars per share) | $ / shares		$ 12.50
Common Class A | Share-based Payment Arrangement, Tranche Two
Reverse Recapitalization [Line Items]
Nonvested awards, stock price milestone (in dollars per share) | $ / shares		15
Common Class A | Share-based Payment Arrangement, Tranche Three
Reverse Recapitalization [Line Items]
Nonvested awards, stock price milestone (in dollars per share) | $ / shares		$ 17.50
Earnout Share
Reverse Recapitalization [Line Items]
Nonvested awards (in shares)		9,000,000
Earnout Share | Share-based Payment Arrangement, Tranche One
Reverse Recapitalization [Line Items]
Nonvested awards (in shares)		3,000,000
Earnout Share | Share-based Payment Arrangement, Tranche Two
Reverse Recapitalization [Line Items]
Nonvested awards (in shares)		3,000,000
Earnout Share | Share-based Payment Arrangement, Tranche Three
Reverse Recapitalization [Line Items]
Nonvested awards (in shares)		3,000,000
Earnout Share | Common Class A
Reverse Recapitalization [Line Items]
Trading period		20 days
Consecutive trading period		30 days
Expiration period		5 years

REVENUE (Details)

REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 301,978	$ 194,781	$ 849,215	$ 485,208
Transferred at Point in Time | Flights, net of discounts and fees
Disaggregation of Revenue [Line Items]
Revenue	218,360	140,280	621,494	343,571
Transferred at Point in Time | Aircraft management
Disaggregation of Revenue [Line Items]
Revenue	55,388	36,107	151,405	87,737
Transferred at Point in Time | Other
Disaggregation of Revenue [Line Items]
Revenue	6,679	2,313	16,418	6,609
Transferred over Time | Memberships
Disaggregation of Revenue [Line Items]
Revenue	17,982	13,345	49,144	39,787
Transferred over Time | Aircraft management
Disaggregation of Revenue [Line Items]
Revenue	2,617	2,295	7,435	5,679
Transferred over Time | Other
Disaggregation of Revenue [Line Items]
Revenue	$ 952	$ 441	$ 3,319	$ 1,825

REVENUE - Narrative (Details)

REVENUE - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Discounts and incentives	$ 5,000	$ 2,800	$ 12,500	$ 6,400
Gross receivables from members and customers	60,500		60,500		$ 38,600
Undeposited funds	14,000		14,000		14,100
Allowance for expected credit losses	5,500		5,500		2,300
Revenue	301,978	194,781	849,215	485,208
Capitalized sales commission and referral fees	3,400	100	7,400	2,200
Capitalized contract cost, amortization	2,400	$ 200	5,900	$ 3,900
Prepaid Expenses and Other Current Assets
Disaggregation of Revenue [Line Items]
Capitalized contract cost, net	6,200		6,200		5,000
Other Noncurrent Assets
Disaggregation of Revenue [Line Items]
Capitalized contract cost, net	$ 1,000		$ 1,000		$ 800

REVENUE - Performance Obligatio

REVENUE - Performance Obligation Narrative (Details) $ in Millions	Sep. 30, 2021USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 101.7
Revenue, remaining performance obligation, period	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 393.2
Revenue, remaining performance obligation, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 46.3
Revenue, remaining performance obligation, period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 46
Revenue, remaining performance obligation, period	3 years

REVENUE - Contract Balances (De

REVENUE - Contract Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 587,267	$ 653,078
Less: Deferred revenue - current	(585,319)	(651,096)
Deferred revenue, non-current	1,948	1,982
Flights - Prepaid Blocks and jet cards
Disaggregation of Revenue [Line Items]
Deferred revenue	538,695	609,490
Memberships - annual dues
Disaggregation of Revenue [Line Items]
Deferred revenue	36,771	32,016
Memberships - initiation fees
Disaggregation of Revenue [Line Items]
Deferred revenue	4,034	3,870
Flights - credits
Disaggregation of Revenue [Line Items]
Deferred revenue	6,780	7,291
Other
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 987	$ 411

REVENUE - Changes in Deferred R

REVENUE - Changes in Deferred Revenue (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021USD ($)
Contract with Customer, Liability [Roll Forward]
Deferred revenue - beginning balance	$ 653,078
Amounts deferred during the period	611,985
Revenue recognized from amounts included in the deferred revenue beginning balance	(368,922)
Revenue from current period sales	(308,874)
Deferred revenue - ending balance	$ 587,267

ACQUISITIONS - Narrative (Detai

ACQUISITIONS - Narrative (Details) - Mountain Aviation, LLC $ in Millions	Jan. 05, 2021USD ($)	Sep. 30, 2021USD ($)	Sep. 30, 2021USD ($)
Business Acquisition [Line Items]
Consideration transferred	$ 40.2
Equity interests issued and issuable	30.2
Payments to acquire businesses	10
Potential incremental cash earn-out	15
Fair value of earn-out payment	0
Acquisition related fees		$ 2
Cash	17.8
Accounts receivables	10.7
Receivables, writeoff	$ 1.5
Revenue of acquiree since acquisition date			$ 87.2
Earnings or loss of acquiree since acquisition date			$ 11.5
Goodwill, expected tax deductible percent	0.250

ACQUISITIONS - Preliminary Purc

ACQUISITIONS - Preliminary Purchase Price (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jan. 05, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 437,181		$ 400,160
Mountain Aviation, LLC
Business Acquisition [Line Items]
Current assets		$ 32,884
Property and equipment		741
Intangible assets		5,040
Goodwill		37,021
Other assets		45,874
Total assets acquired		121,560
Total liabilities assumed		(81,388)
Net assets acquired		$ 40,172

ACQUISITIONS - Intangible Asset

ACQUISITIONS - Intangible Assets Acquired (Details) $ in Thousands	Jan. 05, 2021USD ($)
Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 5,040
Weighted-Average Amortization Period (Years)	5 years 9 months 18 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 4,600
Weighted-Average Amortization Period (Years)	6 years
Trade name
Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 330
Weighted-Average Amortization Period (Years)	1 year
Non-competition agreement
Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 110
Weighted-Average Amortization Period (Years)	1 year

ACQUISITIONS - Pro Forma Summar

ACQUISITIONS - Pro Forma Summary (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Business Combination and Asset Acquisition [Abstract]
Net revenue	$ 301,978	$ 226,266	$ 851,330	$ 616,894
Net income (loss)	(59,455)	19,081	(121,564)	(55,652)
Net income (loss) attributable to Wheels Up Experience Inc.	$ (58,617)	$ 17,560	$ (115,401)	$ (51,372)
Net income (loss) per share, basic (in dollars per share)	$ (0.25)	$ 0.11	$ (0.60)	$ (0.32)
Net income (loss) per share, diluted (in dollars per share)	$ (0.25)	$ 0.11	$ (0.60)	$ (0.32)

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 400,160
Goodwill, Acquired During Period	37,021
Ending balance	$ 437,181

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 189,185	$ 184,145
Accumulated Amortization	36,769	20,435
Net Carrying Value	152,416	163,710
Status
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	80,000	80,000
Accumulated Amortization	13,644	7,645
Net Carrying Value	66,356	72,355
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	74,600	70,000
Accumulated Amortization	12,478	6,609
Net Carrying Value	62,122	63,391
Non-competition agreement
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	210	100
Accumulated Amortization	181	100
Net Carrying Value	29	0
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	14,230	13,900
Accumulated Amortization	4,739	2,487
Net Carrying Value	9,491	11,413
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	19,545	19,545
Accumulated Amortization	5,675	3,559
Net Carrying Value	13,870	15,986
Leasehold interest - favorable
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	600	600
Accumulated Amortization	52	35
Net Carrying Value	$ 548	$ 565

GOODWILL AND INTANGIBLE ASSET_4

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 5.4	$ 5.2	$ 16	$ 14.4

GOODWILL AND INTANGIBLE ASSET_5

GOODWILL AND INTANGIBLE ASSETS - Intangible Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible liabilities, Gross Carrying Value	$ 20,000		$ 20,000		$ 20,000
Intangible liabilities, Accumulated Amortization	3,417		3,417		1,917
Intangible liabilities, Net Carrying Value	16,583		16,583		$ 18,083
Amortization of intangible liabilities	$ 500	$ 500	$ 1,500	$ 1,400

GOODWILL AND INTANGIBLE ASSET_6

GOODWILL AND INTANGIBLE ASSETS - Future Amortization (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
2021	$ 5,450
2022	20,124
2023	19,864
2024	19,701
2025	19,288
Thereafter	67,989
Net Carrying Value	152,416	$ 163,710
Intangible Liabilities, Amortization Expense, Maturity Schedule [Abstract]
2021	500
2022	2,000
2023	2,000
2024	2,000
2025	2,000
Thereafter	8,083
Intangible liabilities, Net Carrying Value	$ 16,583	$ 18,083

CASH, CASH EQUIVALENTS AND RE_3

CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 535,253	$ 104,355	$ 535,253	$ 104,355	$ 312,799
Interest income	7	36	25	503
Restricted cash, noncurrent	2,177		2,177		12,077
Restricted cash	2,177	30,484	2,177	30,484
Government grant awarded					76,400
Proceeds of Government Grant				74,200
CARES Act grant	0	$ 51,646	0	$ 64,923
Line of Credit | Amended 1st Credit Facility
Cash and Cash Equivalents [Line Items]
Restricted cash, noncurrent					10,000
Credit facility, borrowing availability					175,400
Money market funds
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	408,100		408,100		$ 103,500
Cash Equivalents
Cash and Cash Equivalents [Line Items]
Interest income	$ 7		$ 25

CASH, CASH EQUIVALENTS AND RE_4

CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 535,253	$ 312,799	$ 104,355
Restricted cash	2,177		30,484
Total	$ 537,430	$ 324,876	$ 134,839	$ 96,440

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 15,948	$ 0
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	408,056	103,472
Total liabilities	15,948
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	10,150	0
Public Warrants | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	10,150
Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	5,798	0
Private Warrants | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	5,798
Level 1 | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	408,056	103,472
Total liabilities	10,150
Level 1 | Public Warrants | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	10,150
Level 1 | Private Warrants | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0
Level 2 | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Total liabilities	5,798
Level 2 | Public Warrants | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0
Level 2 | Private Warrants | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	5,798
Level 3 | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	$ 0
Total liabilities	0
Level 3 | Public Warrants | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0
Level 3 | Private Warrants | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 0

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Changes in the Fair Value of the Warrant Liability (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 0
Assumption of Warrants in Business Combination	28,219
Change in fair value of warrant liability	(12,271)
Fair value, ending balance	15,948
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	0
Assumption of Warrants in Business Combination	17,981
Change in fair value of warrant liability	(7,831)
Fair value, ending balance	10,150
Private Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	0
Assumption of Warrants in Business Combination	10,238
Change in fair value of warrant liability	(4,440)
Fair value, ending balance	$ 5,798

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Long-term debt, gross	$ 153	$ 214,081
Less: Unamortized debt discount	0	(615)
Less: Unamortized deferred financing costs	0	(2,377)
Long-term Debt	153	211,089
Less: Current maturities of long-term debt	(131)	(62,678)
Total	22	148,411
Line of Credit | Amended 1st Credit Facility A-1
Debt Instrument [Line Items]
Long-term debt, gross	0	11,811
Line of Credit | Amended 1st Credit Facility A-2
Debt Instrument [Line Items]
Long-term debt, gross	0	7,874
Line of Credit | Amended 1st Credit Facility A-3
Debt Instrument [Line Items]
Long-term debt, gross	0	28,104
Line of Credit | Amended 1st Credit Facility B
Debt Instrument [Line Items]
Long-term debt, gross	0	8,119
Line of Credit | 2nd Credit Facility A
Debt Instrument [Line Items]
Long-term debt, gross	0	55,450
Line of Credit | 2nd Credit Facility B
Debt Instrument [Line Items]
Long-term debt, gross	0	24,510
Line of Credit | 3rd Credit Facility A
Debt Instrument [Line Items]
Long-term debt, gross	0	53,334
Notes Payable | Promissory Notes
Debt Instrument [Line Items]
Long-term debt, gross	153	24,879
Loans Payable | CARES Act Paycheck Protection Program Loan
Debt Instrument [Line Items]
Long-term debt, gross	$ 0	$ 0

LONG-TERM DEBT - Additional Inf

LONG-TERM DEBT - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jul. 21, 2021	Apr. 14, 2020
Debt Instrument [Line Items]
Accrued and unpaid interest					$ 175,500
Amortization expense for debt discounts and deferred financing costs	$ 0	$ 400	$ 618	$ 1,265
Loss on extinguishment of debt	$ 2,379	$ 0	$ 2,379	$ 0
CARES Act Paycheck Protection Program Loan | Loans Payable
Debt Instrument [Line Items]
Face amount						$ 3,200

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		9 Months Ended
	Mar. 02, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Other Commitments [Line Items]
Accrued expenses		$ 83,231		$ 83,231		$ 71,381
Sales and excise tax payable		7,900		7,900		6,600
Prepaid expenses and other		34,106		34,106		18,801
Brand Ambassador
Other Commitments [Line Items]
Gross operating revenue recognized		1,500	$ 600	2,800	$ 1,800
Selling and marketing expense		1,200	$ 500	2,300	$ 2,000
Accrued expenses		2,900		2,900		3,500
Prepaid expenses and other		$ 0		$ 0		$ 0
Gama
Other Commitments [Line Items]
Operating lease expense, net of sublease income	$ 25,700

LEASES - Narrative (Details)

LEASES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Lessee, Lease, Description [Line Items]
Variable lease, payment	$ 3,200	$ 2,700	$ 12,100	$ 7,900
Lease, cost	15,974	9,950	46,039	27,520
Aircraft and Operating Facilities
Lessee, Lease, Description [Line Items]
Lease, cost	14,400	8,100	41,100	22,400
Corporate Headquarters and Other Office Space
Lessee, Lease, Description [Line Items]
Lease, cost	$ 1,600	$ 1,800	$ 4,700	$ 5,000

LEASES - Lease Costs (Details)

LEASES - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Leases [Abstract]
Operating lease costs	$ 12,643	$ 6,043	$ 29,900	$ 15,435
Short-term lease costs	3,331	3,907	16,139	12,085
Total lease costs	$ 15,974	$ 9,950	$ 46,039	$ 27,520

LEASES - Cash Flow Information

LEASES - Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows paid for operating leases	$ 27,773	$ 20,072
Right-of-use assets obtained in exchange for operating lease obligations	$ 62,856	$ 51,519

LEASES - Balance Sheet Informat

LEASES - Balance Sheet Information (Details)	Sep. 30, 2021	Dec. 31, 2020
Weighted-average remaining lease term (in years):
Operating leases	6 years 6 months	7 years 6 months
Weighted-average discount rate:
Operating leases	9.50%	9.50%

LEASES - Maturities of Operatin

LEASES - Maturities of Operating Leases (Details) $ in Thousands	Sep. 30, 2021USD ($)
Leases [Abstract]
2021	$ 9,991
2022	36,555
2023	30,948
2024	19,356
2025	14,695
Thereafter	51,498
Total lease payments	163,043
Less: Imputed interest	(43,641)
Total lease obligations	$ 119,402

EQUITY (Details)

EQUITY (Details)	1 Months Ended
	Jan. 31, 2021$ / sharesshares	Sep. 30, 2021$ / sharesshares	Jun. 23, 2021vote$ / sharesshares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Common stock issued (in shares) | shares		245,583,108		169,717,416
Common stock par value (in dollars per share) | $ / shares		$ 0.0001		$ 0.0001
Preferred stock issued (in shares) | shares			25,000,000
Preferred stock par value (in dollars per share) | $ / shares			$ 0.0001
Mountain Aviation, LLC
Class of Stock [Line Items]
Business acquisition, number of shares issued | shares	3,968,900
Business acquisition, price per share (in dollars per share) | $ / shares	$ 7.60
Common Class A
Class of Stock [Line Items]
Common stock issued (in shares) | shares			2,500,000,000
Common stock par value (in dollars per share) | $ / shares			$ 0.0001
Voting rights per share | vote			1

EQUITY-BASED COMPENSATION - Pro

EQUITY-BASED COMPENSATION - Profits Interests Activity (Details) - Profit Interests	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Non-Option Equity Instruments, Outstanding
Beginning balance (in shares) | shares	29,111,000
Granted (in shares) | shares	0
Exercised (in shares) | shares	(206,000)
Expired and Forfeited (in shares) | shares	0
Ending balance (in shares) | shares	28,905,000
Outstanding Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 0.42
Granted (in dollars per share) | $ / shares	0
Exercised (in dollars per share) | $ / shares	0.74
Forfeited (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	$ 0.42

EQUITY-BASED COMPENSATION - Non

EQUITY-BASED COMPENSATION - Nonvested Profit Interests (Details) - Non-vested Profits Interests	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Status Of Non-vested Profit Interests
Beginning balance (in shares) | shares	12,619,000
Granted (in shares) | shares	0
Vested (in shares) | shares	(7,886,000)
Forfeited (in shares) | shares	0
Ending balance (in shares) | shares	4,733,000
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 0.29
Granted (in dollars per share) | $ / shares
Vested, (in dollars per share) | $ / shares	0.25
Forfeited (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	$ 0.35

EQUITY-BASED COMPENSATION - Res

EQUITY-BASED COMPENSATION - Restricted Interests Activity (Details) - Restricted Stock	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Non-Option Equity Instruments, Outstanding
Beginning balance (in shares) | shares	4,662,000
Granted (in shares) | shares	0
Expired and Forfeited (in shares) | shares	0
Ending balance (in shares) | shares	4,662,000
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 3.98
Granted (in dollars per share) | $ / shares	0
Forfeited (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	$ 3.98

EQUITY-BASED COMPENSATION - N_2

EQUITY-BASED COMPENSATION - Nonvested Restricted Interests Activity (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Restricted Stock
Unvested Restricted Stock
Beginning balance (in shares) | shares	4,662,000
Granted (in shares) | shares	0
Vested (in shares) | shares	0
Expired and Forfeited (in shares) | shares	0
Ending balance (in shares) | shares	4,662,000
Weighted-Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 3.98
Granted (in dollars per share)	0
Vested, (in dollars per share)	0
Expired/forfeited (in dollars per share)	0
Ending balance (in dollars per share)	$ 3.98
Non-vested Profits Interests
Unvested Restricted Stock
Vested (in shares) | shares	(7,886,000)
Weighted-Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 0.29
Granted (in dollars per share)
Vested, (in dollars per share)	0.25
Expired/forfeited (in dollars per share)	0
Ending balance (in dollars per share)	$ 0.35

EQUITY-BASED COMPENSATION - Act

EQUITY-BASED COMPENSATION - Activity under the stock option plan (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021
Number of Stock Options
Beginning balance (in shares)	16,284,000
Granted (in shares)	921,000
Exercised (in shares)	(230,000)
Forfeited or Expired (in shares)	(49,000)
Ending balance (in shares)	16,926,000
Exercisable (in shares)	11,747,000
Weighted- Average Exercise Price
Beginning balance (in dollars per share)	$ 7.51
Granted (in dollars per share)	10
Exercised (in dollars per share)	7.19
Expired/forfeited (in dollars per share)	7.19
Ending balance (in dollars per share)	7.65
Exercisable (in dollars per share)	7.39
Weighted-Average Grant Date Fair Value
Beginning balance (in dollars per share)	1.17
Granted (in dollars per share)	3.54
Exercised (in dollars per share)	0.78
Forfeited (in dollars per share)	0.67
Ending balance (in dollars per share)	1.31
Exercisable (in dollars per share)	$ 1.03

EQUITY-BASED COMPENSATION - Sta

EQUITY-BASED COMPENSATION - Status of nonvested stock options (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Number of Stock Options
Beginning balance (in shares) | shares	10,987,000
Granted (in shares) | shares	921,000
Vested (in shares) | shares	(6,681,000)
Forfeited (in shares) | shares	(48,000)
Ending balance (in shares) | shares	5,179,000
Weighted-Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 1.41
Granted (in dollars per share) | $ / shares	3.54
Vested (in dollars per share) | $ / shares	1.29
Expired/forfeited (in dollars per share) | $ / shares	0.67
Ending balance (in dollars per share) | $ / shares	$ 1.94

EQUITY-BASED COMPENSATION - A_2

EQUITY-BASED COMPENSATION - Activity under the 2021 LTIP Plan related to RSUs (Details) - RSUs	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Activity Under The 2021 LTIP Plan Related To RSUs
Beginning balance (in shares) | shares	0
Granted (in shares) | shares	5,856,000
Vested (in shares) | shares	0
Forfeited (in shares) | shares	0
Ending balance (in shares) | shares	5,856,000
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 0
Granted (in dollars per share) | $ / shares	7.48
Vested, (in dollars per share) | $ / shares	0
Forfeited (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	$ 7.48

EQUITY-BASED COMPENSATION - Equ

EQUITY-BASED COMPENSATION - Equity-based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	$ 27,906	$ 1,168	$ 30,668	$ 2,524
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	679	109	779	226
Technology and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	619	129	806	342
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	2,449	261	2,901	814
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	$ 24,159	$ 669	$ 26,182	$ 1,142

EQUITY-BASED COMPENSATION - Nar

EQUITY-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands	Jul. 13, 2021	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2020USD ($)	Sep. 30, 2021USD ($)plan$ / sharesshares	Sep. 30, 2020USD ($)	Dec. 31, 2020shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of approved plans | plan				9
Accelerated vesting, vesting period	18 months
Weighted average remaining contractual term (in years)				1 year 8 months 12 days
Aggregate intrinsic value		$ 100		$ 100
Unrecognized compensation cost related to non-vested stock options		9,600		9,600
Fair value of stock options vested				8,600
Share-based compensation expense		$ 27,906	$ 1,168	$ 30,668	$ 2,524
Common Class A | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested awards, stock price milestone (in dollars per share) | $ / shares		$ 12.50		$ 12.50
Common Class A | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested awards, stock price milestone (in dollars per share) | $ / shares		15		15
Common Class A | Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested awards, stock price milestone (in dollars per share) | $ / shares		$ 17.50		$ 17.50
Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares) | shares		17,500,000		17,500,000
Weighted average remaining contractual term, outstanding				8 years
Weighted average remaining contractual term, exercisable				7 years 8 months 12 days
LTIP Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares) | shares		27,300,000		27,300,000
Profit Interests Based Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining contractual term (in years)				9 years 9 months 18 days
Unrecognized compensation cost not yet recognized, amount		$ 1,700		$ 1,700
Unrecognized compensation cost not yet recognized, period for recognition				1 year 4 months 24 days
Other than options vested in period, fair value				$ 2,000
Share-based compensation expense		$ 1,000	300	$ 1,500	800
Profit Interests Based Award | Management Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares) | shares		31,300,000		31,300,000
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining contractual term (in years)				8 years 3 months 18 days
Unrecognized compensation cost related to non-vested restricted interests		$ 5,900		$ 5,900
Service period				4 years
Vesting conditions, period after initial public offering				6 months
Vesting conditions, period after lock-up period				30 days
Awards outstanding (in shares) | shares		4,662,000		4,662,000		4,662,000
Share-based compensation expense		$ 12,600	0	$ 12,600	0
Restricted Stock | Management Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares) | shares		4,700,000		4,700,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost not yet recognized, period for recognition				2 years
Share-based compensation expense		$ 5,400	$ 900	$ 7,700	$ 1,700
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost not yet recognized, period for recognition				2 years 10 months 24 days
Unrecognized compensation cost related to non-vested restricted interests		$ 43,200		$ 43,200
Awards outstanding (in shares) | shares		5,900,000		5,900,000
Share-based compensation expense		$ 600		$ 600
Nonvested awards (in shares) | shares		5,856,000		5,856,000		0
Earnout Share
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost not yet recognized, period for recognition				1 year 6 months
Unrecognized compensation cost related to non-vested restricted interests		$ 49,600		$ 49,600
Share-based compensation expense		$ 8,300		$ 8,300
Nonvested awards (in shares) | shares		9,000,000		9,000,000
Earnout Share | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested awards (in shares) | shares		3,000,000		3,000,000
Earnout Share | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested awards (in shares) | shares		3,000,000		3,000,000
Earnout Share | Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested awards (in shares) | shares		3,000,000		3,000,000
Profit Interest Based Award and Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense				$ 57,900

NON-CONTROLLING INTERESTS (Deta

NON-CONTROLLING INTERESTS (Details)	Sep. 30, 2021shares	Dec. 31, 2020shares
Noncontrolling Interest [Abstract]
Number of LLC common units held by Wheels Up (in shares)	245,583,108,000	169,717,146,000
Number of vested profits interests attributable to non-controlling interests (in shares)	3,285,315,000	16,492,865,000
Noncontrolling Interest, Shares	248,868,423,000	186,210,011,000
Number of LLC common units held by Wheels Up	0.987	0.911
Number of vested profits interests attributable to non-controlling interests	0.013	0.089
Noncontrolling Interest	1	1
Units issuable upon conversion of vested and unvested profits interests (in shares)	24,173,465,000

NON-CONTROLLING INTERESTS - Add

NON-CONTROLLING INTERESTS - Additional Information (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Noncontrolling Interest [Abstract]
Weighted average ownership percentage by parent	0.014	0.080	0.051	0.077

RELATED PARTIES (Details)

RELATED PARTIES (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 31, 2016	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Related party note receivable interest rate	1.80%
Affiliated entity, common ownership
Related Party Transaction [Line Items]
Expenses with related parties		$ 0	$ 8	$ 0	$ 29
Affiliated entity, family member
Related Party Transaction [Line Items]
Expenses with related parties		100	100	100	100
Senior executive
Related Party Transaction [Line Items]
Note receivable from related party	$ 5,000					$ 100
Commercial cooperation agreement
Related Party Transaction [Line Items]
Expenses with related parties		1,400	600	3,200	2,800
Payable to related parties		4,300		4,300		$ 3,000
Discounted flights to affiliates
Related Party Transaction [Line Items]
Revenue from related parties		400	500	1,600	1,400
Aircraft leased | Stockholder
Related Party Transaction [Line Items]
Expenses with related parties		200		300
Consultation services on employee benefits
Related Party Transaction [Line Items]
Expenses with related parties		$ 23	$ 23	$ 69	$ 23

NET INCOME (LOSS) PER SHARE (De

NET INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Numerator:
Net income (loss) attributable to Wheels Up Experience Inc. - basic	$ (58,485)	$ 18,909	$ (114,050)	$ (47,348)
Net income (loss) attributable to Wheels Up Experience Inc. - diluted	$ (58,485)	$ 18,909	$ (114,050)	$ (47,348)
Denominator:
Weighted-average shares of Class A common stock outstanding - basic (in shares)	235,341,054	165,055,043	191,057,091	161,649,090
Weighted-average shares of Class A common stock outstanding - diluted (in shares)	235,341,054	165,055,043	191,057,091	161,649,090
Basic net income (loss) per share of Class A common stock (in dollars per share)	$ (0.25)	$ 0.11	$ (0.60)	$ (0.29)
Diluted net income (loss) per share of Class A common stock (in dollars per share)	$ (0.25)	$ 0.11	$ (0.60)	$ (0.29)

NET INCOME (LOSS) PER SHARE - S

NET INCOME (LOSS) PER SHARE - Schedule of Antidilutive Securities (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	36,399,373	11,153,335	22,971,164	10,494,947
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	10,870,308	0	3,623,436	0
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	7,813,187	0	2,604,396	0
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	836,499	0	279,858	0
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	16,879,379	11,153,335	16,463,474	10,494,947

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0	$ 0	$ 0
Effective income tax rate	0.00%	0.00%	0.00%	0.00%

WARRANTS (Details)

WARRANTS (Details)	Jul. 13, 2021$ / sharesshares	Sep. 30, 2021day$ / sharesshares
Class of Warrant or Right [Line Items]
Warrants, exercise price (in dollars per share)	$ 11.50
Warrants, exercisable, period after completion of Business Combination	30 days
Warrants, exercisable, period after completion of Aspirational initial public offering	12 months
Warrants, expiration term	5 years
Warrants, restriction period from completion of Business Combination		30 days
Tender Offer Provision, percentage of warrant hold approval required		50.00%
Common Class A
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) | shares		12,521,494
Redemption Scenario One
Class of Warrant or Right [Line Items]
Warrants, share price redemption trigger (in dollars per share)		$ 18
Warrants, redemption price (in dollars per share)		$ 0.01
Warrants, redemption notice period		30 days
Warrants, stock price trigger, threshold trading days | day		20
Warrants, stock price trigger, threshold consecutive trading days		30 days
Redemption Scenario Two
Class of Warrant or Right [Line Items]
Warrants, share price redemption trigger (in dollars per share)		$ 10
Warrants, redemption price (in dollars per share)		$ 0.10
Warrants, redemption notice period		30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) | shares	7,991,544
Warrants, exercise price (in dollars per share)	$ 11.50
Private Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) | shares	4,529,950
Warrants, exercise price (in dollars per share)	$ 11.50

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) $ in Millions	Oct. 31, 2021USD ($)
Subsequent Event
Subsequent Event [Line Items]
Deposit assets	$ 33.5