United States securities and exchange commission logo
May 17, 2021
Ravi Thakran
Chief Executive Officer
Aspirational Consumer Lifestyle Corp.
1 Kim Seng Promenade
#18-07/12 Great World City
Singapore 237994
Re: Aspirational
Consumer Lifestyle Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 6, 2021
File No. 333-254304
Dear Mr. Thakran:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
12, 2021 letter.
Amendment No 1 to Registration Statement on Form S-4
Background to the Business Combination, page 123
1. We note your disclosure
in response to our prior comment 12 that the enterprise value for
WUP implied valuation
multiples that compared favorably to those of the comparable
publicly traded
companies, being either consistent with or at a discount to the projected
revenue multiples of
the comparable companies and their respective industries. Please
revise to disclose the
valuation multiples implied by the enterprise value of WUP that
compared favorably to
those of the comparable companies and the valuation multiples of
the comparable
companies to which WUP's implied valuation multiples were compared
which were considered
by management. Please also consider including this information
Ravi Thakran
FirstName
AspirationalLastNameRavi Thakran
Consumer Lifestyle Corp.
Comapany
May NameAspirational Consumer Lifestyle Corp.
17, 2021
May 17,
Page 2 2021 Page 2
FirstName LastName
in a chart or table.
2. You disclose here that WUP's enterprise value implied a material
discount to the present
value of the potential future enterprise value of the business,
calculated by applying an
"implied forward EBITDA" multiple to "WUP s forecast EBITDA in
fiscal year 2025"
and discounting that value at various rates of return. Please revise
to describe the
discounted cash flow analysis you suggest in this determination,
including disclosing
the implied forward EBITDA multiple applied to WUP's forecast EBITDA
in fiscal 2025
and how the forward EBITDA multiple was determined, WUP's forecast
EBITDA in
fiscal 2025, the discount rates used in the analysis, the present
value of the potential future
enterprise value of the business calculated by this analysis, and
related material
assumptions.
Legal Proceedings, page 203
3. Please update the legal proceedings disclosure here as necessary to
address the recent
legal developments noted on page F-24.
WUP s Management s Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Our Operations for the Year Ended December 31, 2020 Compared to the
Year Ended
December 31, 2019, page 248
4. We note the revisions made in response to prior comment 23. Please
provide additional
information quantifying the change in all financial statement line
items between periods.
For example, quantify in dollars the effect of increases in Live
Flight Legs and revenue
per leg on the change in flight revenue.
Report of Independent Registered Public Accounting Firm, page F-2
5. It appears that the city and state where the accountants report was
issued was
inadvertently omitted from the report. Please obtain and file a
revised report that complies
with Rule 2-02(a)(3) of Regulation S-X.
Audited Consolidated Financial Statements of Wheels Up Partners Holdings LLC
Note 2. Summary of Significant Accounting Policies
Segment Reporting, page F-33
6. In response to prior comment 27, you explain that operating results
are regularly
provided to and reviewed in total by the CODM in order to make
decisions about the
allocation of resources and to assess performance. Please describe
for us in more detail
the processes utilized by the CODM in making resource allocation
decisions and assessing
performance, including a summary of how information provided as part
of the monthly
management reporting package is regularly used. In addition, tell us
whether there are
any members of management responsible for overseeing specific services
you offer to
your customers.
Ravi Thakran
Aspirational Consumer Lifestyle Corp.
May 17, 2021
Page 3
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Ethan
Horowitz, Accounting Branch Chief, at 202-551-3311 if you have questions
regarding comments
on the financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-664-6548 or Loan Lauren Nguyen, Legal Branch Chief, at
202-551-3642 with
any other questions.
Sincerely,
FirstName LastNameRavi Thakran
Division of
Corporation Finance
Comapany NameAspirational Consumer Lifestyle Corp.
Office of Energy &
Transportation
May 17, 2021 Page 3
cc: Christopher M. Barlow, Esq.
FirstName LastName