WSUPW Wheels Up Experience Inc (PK)

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Wheels Up Experience Inc. (“Wheels Up”, or “we”, “us”, “our” or the “Company”) is a leading provider of on-demand private aviation in the United States (“U.S.”) and one of the largest companies in the industry. Wheels Up offers a complete global private aviation solution with a large and diverse aircraft fleet, backed by an uncompromising commitment to safety and service. Our offering is delivered through a mix of our member programs and charter solutions that strategically utilize our owned and leased aircraft fleet and an “asset-light” charter model to deliver a greater range of global travel alternatives. In addition, our unique partnership with Delta Air Lines, Inc. (“Delta”) allows Wheels Up to offer a wide variety of aviation solutions across both private and premium commercial travel.

Basis of Presentation

The condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the financial information and footnotes required by GAAP for annual financial statements. As a result, this Quarterly Report on Form 10-Q (this “Quarterly Report”) should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 7, 2024. In the opinion of the Company’s management, the condensed consolidated financial statements in this Quarterly Report include all adjustments necessary for the fair presentation of the Company’s balance sheet as of June 30, 2024, and its results of operations, including its comprehensive loss and stockholders' equity for the three and six months ended June 30, 2024 and 2023. All adjustments are of a normal recurring nature. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for any subsequent period or for the fiscal year ending December 31, 2024.

Immediately after the close of trading on the New York Stock Exchange (the “NYSE”) on June 7, 2023, the Company effected a reverse stock split of Wheels Up’s outstanding shares of Class A common stock, $0.0001 par value per share (“Common Stock”), at a reverse stock split ratio of 1-for-10 (the “Reverse Stock Split”). Accordingly, the presentation of all periods covered by the condensed consolidated financial statements contained herein have been adjusted to give retroactive effect to the Reverse Stock Split, as applicable, including adjustments to per share net loss and other per share of Common Stock amounts.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. We consolidate Wheels Up 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 12). All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

Preparing the condensed consolidated financial statements in conformity with 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. 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

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determination of the allowance for credit losses, impairment assessments, the determination of the valuation allowance for deferred tax assets and the incremental borrowing rate for leases.

Foreign Currency Translation Adjustments

Assets and liabilities of foreign subsidiaries, where the functional currency is not the U.S. dollar, have been translated at period-end exchange rates and profit and loss accounts have been translated using weighted-average exchange rates. Adjustments resulting from currency translation have been recorded in the equity section of the condensed consolidated balance sheets and the condensed consolidated statements of other comprehensive loss as a cumulative translation adjustment.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. The amendments in ASU 2023-07 aim to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 will be effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 will be effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.

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 June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Services transferred at a point in time:
Flights, net of discounts and incentives			$	163,684					$	235,284					$	314,613					$	467,046
Aircraft management(1)			2,905						46,073						6,030						107,315
Other			13,257						28,138						38,916						59,945
Services transferred over time:
Memberships			16,046						21,478						32,900						43,158
Aircraft management(1)			52						2,429						120						4,881
Other			341						1,660						807						4,529
Total Revenue			$	196,285					$	335,062					$	393,386					$	686,874

(1) On September 30, 2023, we completed the sale of the aircraft management business. See Note 4.

Contract Balances

Accounts receivable, net consisted of the following (in thousands):

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			June 30, 2024						December 31, 2023
Gross receivables from members and customers			$	41,266					$	43,970
Undeposited funds			1,181						2,131
Less: Allowance for credit losses			(8,442)						(7,864)
Accounts receivable, net			$	34,005					$	38,237

Deferred revenue consisted of the following (in thousands):

			June 30, 2024						December 31, 2023
Flights - Prepaid Blocks			$	673,052					$	686,413
Memberships - annual dues			27,576						33,890
Memberships - initiation fees			1,249						2,377
Flights - credits			751						1,366
Other			10						183
Deferred revenue - total			702,638						724,229
Less: Deferred revenue - current			(702,174)						(723,246)
Deferred revenue - non-current			$	464					$	983

Deferred revenue, non-current is presented within Other non-current liabilities on the condensed consolidated balance sheets.

Changes in Deferred revenue for the six months ended June 30, 2024 were as follows (in thousands):

Deferred revenue as of December 31, 2023			$	724,229
Amounts deferred during the period			368,602
Revenue recognized from amounts included in the deferred revenue beginning balance			(270,740)
Revenue from current period sales			(119,453)
Deferred revenue as of June 30, 2024			$	702,638

Revenue expected to be recognized in future periods for performance obligations that are unsatisfied, or partially unsatisfied, as of June 30, 2024 were as follows (in thousands):

Remainder of 2024			$	232,988
2025			310,552
2026			79,564
2027			79,534
Total Deferred revenue			$	702,638

Costs to Obtain a Contract

Capitalized costs related to sales commissions and referral fees were $1.9 million and $3.9 million for the three and six months ended June 30, 2024, respectively, and $2.5 million and $4.1 million for the three and six months ended June 30, 2023, respectively.

As of June 30, 2024 and December 31, 2023, capitalized sales commissions and referral fees of $4.9 million and $4.8 million, respectively, were included in Other current assets, and $0.3 million and $0.4 million, respectively,

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Property and equipment, net consisted of the following (in thousands):

			June 30, 2024						December 31, 2023
Aircraft			$	411,326					$	475,058
Software development costs			85,079						81,075
Leasehold improvements			24,089						22,899
Computer equipment			3,342						3,515
Buildings and improvements			1,424						1,424
Furniture and fixtures			4,570						4,618
Tooling			3,660						3,898
Vehicles			2,172						2,166
Total Property and equipment			535,662						594,653
Less: Accumulated depreciation and amortization			(248,267)						(256,939)
Total Property and equipment, net			$	287,395					$	337,714

Depreciation and amortization expense, excluding amortization expense related to software development costs, was $4.5 million and $10.8 million for the three and six months ended June 30, 2024, respectively, and $5.7 million and $11.9 million for the three and six months ended June 30, 2023, respectively.

Divestiture of Aircraft Management Business

On September 30, 2023 (the “Divestiture Closing Date”), Wheels Up Partners Holdings LLC, our direct subsidiary (“WUP”), pursuant to an equity purchase agreement (the “Purchase Agreement”) with Executive AirShare LLC, completed the sale of 100% of the issued and outstanding equity interests of Circadian Aviation LLC, our indirect subsidiary (“Circadian”). The Divestiture Closing Date fair value of the aggregate consideration transferred was $19.1 million and the Company recognized a loss on the sale of $3.0 million. The $19.1 million was comprised of $13.2 million of cash received on the Divestiture Closing Date, contingent consideration with a fair value of $4.8 million, an escrow receivable of $0.6 million and a non-contingent consideration receivable of $0.5 million. The fair value of the contingent consideration was deemed to be the approximate contract value as of the Divestiture Closing Date.

Circadian was released from all guarantor obligations with respect to the Equipment Notes (as defined below) on the Divestiture Closing Date pursuant to certain debt release letters entered into concurrently with the Purchase Agreement.

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Concurrently with entering into the Purchase Agreement: (i) WUP entered into a transition services agreement with Circadian, pursuant to which WUP will provide Circadian certain specified services on a temporary basis; (ii) Wheels Up Partners LLC, our indirect subsidiary (“WUP LLC”), entered into a master operating agreement with Circadian, pursuant to which Circadian will conduct certain on-demand charter operations for certain of WUP LLC’s owned aircraft after the Divestiture Closing Date while such aircraft are transitioned from a U.S. Federal Aviation Administration (“FAA”) operating certificate held by Circadian to the Company’s subsidiaries, and WUP LLC will provide certain maintenance, pilots services, management and other related services for WUP LLC’s owned aircraft during the transition period; and (iii) certain of the Company’s subsidiaries entered into fleet management agreements with Circadian, pursuant to which Circadian will provide certain maintenance, pilots services, management and other related services for managed aircraft after the Divestiture Closing Date while they are transitioned from a FAA operating certificate held by the applicable Company subsidiary to Circadian.

Goodwill

The following table presents Goodwill carrying values and the change in balance, by reporting unit, during the six months ended June 30, 2024 (in thousands):

			WUP Legacy(1)						Air Partner						Total
Balance as of December 31, 2023(2)			$	136,098					$	82,110					$	218,208
Foreign currency translation adjustment			—						(552)						(552)
Balance as of June 30, 2024			$	136,098					$	81,558					$	217,656

(1)    As of June 30, 2024, the legacy Wheels Up reporting unit (“WUP Legacy”) had negative net assets (stockholders’ equity).

(2)     Net of accumulated impairment losses of $306.2 million, all of which was recognized on the goodwill attributable to WUP Legacy.

Intangible Assets

The gross carrying value, accumulated amortization and net carrying value of Intangible assets consisted of the following (in thousands):

			June 30, 2024
			Gross Carrying Value						Accumulated Amortization						Net Carrying Value
Status			$	80,000					$	34,367					$	45,633
Customer relationships			89,121						40,310						48,811
Trade name			11,939						5,951						5,988
Developed technology			20,556						13,819						6,737
Leasehold interest - favorable			600						113						487
Foreign currency translation adjustment			(677)						(290)						(387)
Total			$	201,539					$	94,270					$	107,269

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			December 31, 2023
			Gross Carrying Value						Accumulated Amortization						Net Carrying Value
Status			$	80,000					$	31,325					$	48,675
Customer relationships			89,121						34,920						54,201
Trade name			11,939						5,402						6,537
Developed technology			20,556						12,329						8,227
Leasehold interest - favorable			600						102						498
Foreign currency translation adjustment			(589)						(217)						(372)
Total			$	201,627					$	83,861					$	117,766

Amortization expense of intangible assets was $5.2 million and $10.4 million for the three and six months ended June 30, 2024, respectively, and $5.9 million and $11.8 million for the three and six months ended June 30, 2023, respectively.

Intangible Liabilities

Associated with our acquisition of Delta Private Jets on January 17, 2020, we recognized intangible liabilities for the fair value of complimentary Wheels Up Connect Memberships provided to existing Delta SkyMiles 360® customers as of the acquisition date, as required under the Commercial Cooperation Agreement, dated as of January 17, 2020, by and among WUP, WUP LLC and Delta (as amended, the “Original CCA”). The gross carrying value, accumulated amortization and net carrying value of Intangible liabilities consisted of the following (in thousands):

			June 30, 2024
			Gross Carrying Value						Accumulated Amortization						Net Carrying Value
Intangible liabilities			$	20,000					$	8,561					$	11,439

			December 31, 2023
			Gross Carrying Value						Accumulated Amortization						Net Carrying Value
Intangible liabilities			$	20,000					$	7,798					$	12,202

Amortization of Intangible liabilities, which reduces amortization expense, was $0.4 million and $0.8 million for the three and six months ended June 30, 2024, respectively, and $0.5 million and $1.0 million for the three and six months ended June 30, 2023, respectively.

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The current portion of Intangible liabilities is presented within Other current liabilities on the condensed consolidated balance sheets. Future amortization expense of Intangible assets and Intangible liabilities held as of June 30, 2024, were as follows (in thousands):

			Intangible Assets						Intangible Liabilities
Remainder of 2024			$	10,302					$	763
2025			20,307						1,525
2026			19,441						1,525
2027			14,885						1,525
2028			14,235						1,525
2029 and Thereafter			28,099						4,576
Total			$	107,269					$	11,439

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 as follows (in thousands):

			June 30, 2024						December 31, 2023
Cash and cash equivalents			$	141,493					$	263,909
Restricted cash			32,071						28,916
Total			$	173,564					$	292,825

Cash Equivalents

As of each of June 30, 2024 and December 31, 2023, cash equivalents on the condensed consolidated balance sheets were $0.1 million.

Restricted Cash

As of June 30, 2024 and December 31, 2023, Restricted cash included $6.2 million (as of each such date) held by financial institutions to establish standby letters of credit required by the lessors of certain corporate office space that we leased as of such dates, and $5.0 million and $3.4 million, respectively, held by financial institutions to collateralize against our credit card programs. The standby letters of credit expire on December 31, 2033 and June 30, 2034. The Restricted cash balances as of June 30, 2024 and December 31, 2023 also included $19.4 million and $17.9 million, respectively, related to funds held but unavailable for immediate use due to contractual restrictions. Restricted cash is presented within Other non-current assets on the condensed consolidated balance sheets.

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The following table presents the components of Long-term debt, net (in thousands):

			Weighted Average Interest Rate						June 30, 2024						December 31, 2023
Equipment Notes			12.0		%				$	176,398					$	214,878
Term Loan			10.0		%				420,954						400,453
Total debt									597,352						615,331
Less: Total unamortized deferred financing costs and debt discount									357,588						356,259
Less: Current maturities of long-term debt									21,152						23,998
Long-term debt, net									$	218,612					$	235,074

Maturities of principal debt payments for the next five years are as follows (in thousands):

			Maturities
Remainder of 2024			$	10,576
2025			37,051
2026			33,074
2027			27,602
2028			489,049
Total			$	597,352

2022-1 Equipment Notes

On October 14, 2022, WUP LLC issued $270.0 million aggregate principal amount of 12% fixed rate equipment notes (collectively, the “Equipment Notes”) using an EETC (enhanced equipment trust certificate) loan structure. The Equipment Notes were issued for net proceeds (before transaction-related expense) of $259.2 million. The stated final expected distribution date of the Equipment Notes varies from July 15, 2025 to October 15, 2029 depending on the type of aircraft, subject to certain prepayment requirements under the Omnibus Amendment (as defined below) and WUP LLC’s ability to redeem Equipment Notes prior to maturity. The Equipment Notes bear interest at the rate of 12% per annum with annual amortization of the principal amount equal to 10% per annum and balloon payments due at each maturity date. The Equipment Notes were initially secured by first-priority liens on 134 of the Company’s owned aircraft fleet and by liens on certain intellectual property assets of the Company and certain of its subsidiaries (collectively, the “Equipment Note Collateral”). WUP LLC’s obligations under the Equipment Notes are guaranteed by the Company and certain of its subsidiaries.

The Equipment Notes were sold pursuant to a Note Purchase Agreement, dated as of October 14, 2022 (the “Note Purchase Agreement”), and issued under separate Trust Indentures and Mortgages, dated as of October 14, 2022 (each, an “Indenture” and collectively, the “Indentures”). On September 20, 2023, the Company, WUP LLC, certain other subsidiaries of the Company that guaranteed and/or granted collateral to secure WUP LLC’s obligations under the Equipment Notes, Wilmington Trust, National Association, and the Equipment Note lenders entered into the Omnibus Amendment No. 1 (the “Omnibus Amendment”). The Omnibus Amendment provides for, among other things: (i) reducing the minimum liquidity covenant under the guarantee agreement related to the Equipment Notes (as amended, the “Guarantee”) with respect to the Company and its subsidiaries from $125.0 million of minimum aggregate available cash and Cash Equivalents (as defined in the Note Purchase Agreement) as of the end of each fiscal quarter to $75.0 million on any date, inclusive of $20.0 million held as a deposit for the benefit of the Equipment Note lenders and presented in Other non-current assets on our condensed consolidated balance sheets as of each of June 30, 2024 and December 31, 2023 (the “Equipment Notes Liquidity Covenant”); (ii) permitting the execution of the Credit Agreement (as defined below); (iii) the consent of the

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Equipment Note lenders that will allow the Company to effect a sale of certain guarantors under the Guarantee; (iv) that if a prepayment under the Term Loan (as defined below) results in the weighted average life of the Term Loan being shorter than that of the Equipment Notes, a redemption of a portion of the Equipment Notes is required; and (v) that if an Equipment Note has a maturity date on or after the maturity of the Term Loan, all obligations under such Equipment Note will be due 90 days prior to the maturity of the Term Loan.

The Note Purchase Agreement, the Indentures and the Guarantee, as each was amended by the Omnibus Amendment, contain certain covenants, including the Equipment Note Liquidity Covenant, a covenant that limits the maximum loan to appraised value ratio of all aircraft financed, subject to certain cure rights of the Company, and restrictive covenants that provide limitations under certain circumstances on, among other things: (i) making certain acquisitions, mergers or disposals of its assets; (ii) making certain investments or entering into certain transactions with affiliates; (iii) prepaying, redeeming or repurchasing the Equipment Notes, subject to certain exceptions; and (iv) paying dividends and making certain other specified restricted payments. Each Indenture contains customary events of default for Equipment Notes of this type, including cross-default provisions among the Equipment Notes and the Term Loan and Revolving Credit Facility (as each term is defined below). WUP LLC’s obligations under the Equipment Notes are guaranteed by the Company and certain of its subsidiaries. WUP LLC is also obligated to cause additional subsidiaries and affiliates of WUP LLC to become guarantors under certain circumstances. The Equipment Notes issued with respect to each aircraft are cross-collateralized by the other aircraft for which Equipment Notes were issued under the Indentures. The maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default under the Note Purchase Agreement and each Indenture and the related guarantees. As of June 30, 2024, we were in compliance with the covenants under the Note Purchase Agreement, each Indenture and the Guarantee.

Interest and principal payments on the Equipment Notes began on January 15, 2023 and are payable quarterly on each January 15, April 15, July 15 and October 15. During the six months ended June 30, 2024, the Company redeemed in-full the Equipment Notes for 14 aircraft, which reduced the aggregate principal amount outstanding under the Equipment Notes by $26.9 million. As of June 30, 2024, the carrying value of the 108 aircraft that were subject to first-priority liens under the Equipment Notes was $259.4 million. Amortization expense for debt discounts and deferred financing costs of $2.2 million and $2.7 million was recorded in interest expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2024, respectively, and $0.9 million and $1.8 million was recorded in interest expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2023, respectively.

Term Loan and Revolving Credit Facility

On September 20, 2023 (the “Credit Agreement Closing Date”), the Company entered into the Credit Agreement (the “Original Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company as guarantors (collectively with the Company, the “Loan Parties”), Delta, CK Wheels LLC (“CK Wheels”), and Cox Investment Holdings, Inc. (collectively with Delta and CK Wheels, the “Initial Lenders”), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders (as defined below) and as collateral agent for the secured parties (the “Agent”), pursuant to which (i) the Initial Lenders provided a term loan facility (the “Initial Term Loan”) in the aggregate original principal amount of $350.0 million and (ii) Delta provided commitments for a revolving loan facility (the “Revolving Credit Facility”) in the aggregate original principal amount of $100.0 million. On September 20, 2023, the Company issued the Initial Term Loan of $350.0 million to the Initial Lenders for net proceeds (before transaction-related expense) of $343.0 million.

On November 15, 2023 (the “Final Closing Date”), the Company entered into Amendment No. 1 to Credit Agreement (the “Credit Agreement Amendment” and together with the Original Credit Agreement, the “Credit Agreement”), by and among the Company, as borrower, the other Loan Parties party thereto, as guarantors, the Initial Lenders, each of Whitebox Multi-Strategy Partners, LP, Whitebox Relative Value Partners, LP, Pandora Select Partners, LP, Whitebox GT Fund, LP and Kore Fund Ltd (collectively, the “Incremental Term Lenders” and together with the Initial Lenders, the “Lenders”), and the Agent, pursuant to which, among other things, the Incremental Term Lenders joined the Credit Agreement and provided an additional term loan facility (the “Incremental Term Loan” and together with the Initial Term Loan, the “Term Loan”) in the aggregate original principal amount of $40.0 million. On the Final Closing Date, the Company issued the Incremental Term Loan of

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$40.0 million to the Incremental Term Lenders for net proceeds (before transaction-related expense) of $39.2 million. Upon the closing of the Incremental Term Loan, the loans under the Credit Agreement consisted of (i) the Term Loan in the aggregate principal amount of $390.0 million and (ii) the Revolving Credit Facility in the aggregate original principal amount of $100.0 million.

The scheduled maturity date for the Term Loan is September 20, 2028, and the scheduled maturity date for the Revolving Credit Facility is the earlier of September 20, 2028 and the first date after September 20, 2025 on which all amounts owed with respect to borrowings under the Revolving Credit Facility have been repaid, subject in each case to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an event of default. Interest on the Term Loan and any borrowings under the Revolving Credit Facility (each, a “Loan” and collectively, the “Loans”) accrues at a rate of 10% per annum on the unpaid principal balance of the Loans then outstanding. Accrued interest on each Loan is payable in kind as compounded interest and capitalized to the principal amount of the applicable Loan on the last day of each of March, June, September and December, and the applicable maturity date. If in the future the Company or its subsidiaries either redeem in full the outstanding Equipment Notes or commence payoff at maturity thereof, the Company may elect to make interest payments (or some portion thereof) on any Loans then outstanding in cash. Also, upon the occurrence and during the continuance of an event of default under the Credit Agreement, (i) interest will accrue on the unpaid principal balance of the Loans at the rate then applicable to such Loans plus 2% and (ii) interest will accrue on all other outstanding liabilities, interest, expenses, fees and other sums under the Credit Agreement, at a rate equal to the Alternate Base Rate (as defined in the Credit Agreement) plus 2% per annum.

The Credit Agreement also contains certain covenants and events of default, in each case customary for transactions of this type. The obligations under the Credit Agreement are secured by a first-priority lien on unencumbered assets of the Loan Parties (excluding certain accounts, including any segregated account exclusively holding customer deposits, and other assets specified in the Credit Agreement), as well as a junior lien on the Equipment Note Collateral. The Credit Agreement is guaranteed by all U.S. and certain non-U.S. direct and indirect subsidiaries of the Company. In the future, the Company may be required to add any new or after-acquired subsidiaries of the Company that meet certain criteria as guarantors. As of June 30, 2024, we were in compliance with the covenants under the Credit Agreement and related credit documents.

In connection with the funding of the Initial Term Loan, the Company entered into the Investment and Investor Rights Agreement, dated as of the Credit Agreement Closing Date (the “Original Investor Rights Agreement”), by and among the Company and the Initial Lenders. Pursuant to the Original Investor Rights Agreement, the Company issued to the Initial Lenders 141,313,671 shares in the aggregate (the “Initial Shares”) of Common Stock in a private placement (the “Initial Issuance”) on the Credit Agreement Closing Date. In addition, the Company agreed to issue an additional 529,926,270 shares in the aggregate (the “Deferred Shares” and, together with the Initial Shares, the “Investor Shares”) of Common Stock (the “Deferred Issuance” and together with the Initial Issuance, the “Investor Issuances”).

On November 9, 2023, the Company’s stockholders approved, at a special meeting of the Company’s stockholders (the “2023 Special Meeting”), the Amended and Restated Certificate of Incorporation of Wheels Up, filed with the Secretary of State of the State of Delaware on November 15, 2023 (the “Amended and Restated Certificate of Incorporation”), which, among other things, increased the number of shares of Common Stock available for issuance thereunder. In connection with the transactions contemplated by the Credit Agreement Amendment, the Company entered into Amendment No. 1 to Investment and Investor Rights Agreement, dated as of the Final Closing Date (the “Investor Rights Agreement Amendment” and together with the Original Investor Rights Agreement, the “Investor Rights Agreement”), with each Initial Lender, which contained, among others, certain revisions to reflect the issuance of the Deferred Shares. Substantially concurrently with entering into the Investor Rights Agreement Amendment, on the Final Closing Date, the Company and Initial Lenders entered into joinders to the Investor Rights Agreement (collectively, the “Investor Rights Agreement Joinders”) with each Incremental Term Lender (or its applicable affiliate), pursuant to which each Incremental Term Lender (or its applicable affiliate) joined the Investor Rights Agreement and assumed the rights and obligations of an Additional Investor (as defined in the Investor Rights Agreement) thereunder, including the right to receive a pro rata portion of the Investor Shares. The Company issued the Deferred Shares to the Lenders on the Final Closing Date in a private placement. The Investor Shares were issued in private placements such that after the Investor Issuances, each Lender was issued a

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number of shares equal to its pro rata portion of the Investor Shares based on its participation in the Term Loan. The Investor Rights Agreement also contains certain other terms and conditions related to the Lenders’ ownership of Common Stock, including, among other things, that the Initial Lenders have the right to designate certain members of the Company’s Board of Directors depending on the level of Common Stock ownership and certain transfer restrictions and liquidity rights.

In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, the Company determined that the Term Loan, Initial Issuance and Deferred Issuance did not contain any features that would qualify as a derivative or embedded derivative and require bifurcation. In addition, the Company determined the Initial Issuance and Deferred Issuance should be classified as equity. In accordance with ASC 470, Debt, the allocation on a relative fair value basis resulted in gross amounts recorded of $44.9 million for the Initial Term Loan, $64.2 million for the Initial Issuance and $240.9 million for the Deferred Issuance, in each case during the year ended December 31, 2023. In accordance with ASC 815, Derivatives and Hedging, the Company determined the reallocation of the Deferred Issuance between the Lenders in connection with the Credit Agreement Amendment and Investor Rights Agreement Joinders that resulted in a pro rata portion of the Investor Shares being issued to the Incremental Term Lenders on the Final Closing Date represented a modification of a freestanding equity-classified written call option and the modification is to be recognized as if cash had been paid as consideration for the shares of Common Stock issued to the Incremental Term Lenders (collectively, the “Reallocated Shares”). Accordingly, the Reallocated Shares were treated as a debt discount in accordance with the guidance in ASC 835, Interest, and the value of the Incremental Term Loan and the Reallocated Shares was apportioned using a relative fair value allocation. The allocation on a fair value basis resulted in gross amounts recorded of $9.4 million for the Incremental Term Loan and $30.6 million for the Reallocated Shares during the three months ended December 31, 2023.

Aggregate issuance costs of $29.5 million were incurred in connection with the Original Credit Agreement, Credit Agreement Amendment, Original Investor Rights Agreement and Investor Rights Agreement Amendment. The deferred issuance costs were allocated on a relative fair value basis, resulting in an allocation of $4.1 million in the aggregate for the Term Loan and $25.4 million in the aggregate for the Investor Issuances. The initial carrying value of the Term Loan was $41.4 million as of September 20, 2023, which reflected the $3.4 million of unamortized debt issuance costs and $305.2 million of unamortized debt discount. The initial carrying value of the Incremental Term Loan was $8.7 million as of November 15, 2023, which reflected $0.7 million of unamortized debt issuance costs and $30.6 million of unamortized debt discount.

Accretion of debt discounts and deferred issuance costs associated with the Term Loan of $(1.7) million and $(4.1) million were recorded in Interest expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2024, respectively.

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.

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Financial instruments that are measured at fair value on a recurring basis and their corresponding placement in the fair value hierarchy consisted of the following (in thousands):

			June 30, 2024
			Level 1						Level 2						Level 3						Fair Value
Assets:
Money market funds			$	93					$	—					$	—					93
Total assets			$	93					$	—					$	—					$	93
Liabilities:
Warrant liability - Public Warrants			$	—					$	70					$	—					$	70
Warrant liability - Private Warrants			—						40						—						40
Equipment Notes			—						—						229,635						229,635
Term Loan			$	—					$	—					297,800						$	297,800
Total liabilities			$	—					$	110					$	527,435					$	527,545
			December 31, 2023
			Level 1						Level 2						Level 3						Fair Value
Assets:
Money market funds			$	94					$	—					$	—					$	94
Total assets			$	94					$	—					$	—					$	94
Liabilities:
Warrant liability - Public Warrants			$	7					$	—					$	—					$	7
Warrant liability - Private Warrants			—						5						—						5
Equipment Notes			—						—						256,256						256,256
Term Loan			—						—						297,800						297,800
Total liabilities			$	7					$	5					$	554,056					$	554,068

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 (as defined below) were accounted for as a liability in accordance with ASC 815-40. 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 each of June 30, 2024 and December 31, 2023, we used Level 2 inputs for the Warrants. We valued the Warrants using a Monte Carlo simulation model to reflect the redemption conditions. See Note 11 for additional information about the Warrants.

The following table presents the changes in the fair value of the warrant liability (in thousands):

			Public Warrants						Private Warrants						Total Warrant Liability
Fair value as of December 31, 2023			$	7					$	5					$	12
Change in fair value of warrant liability			63						35						98
Fair value as of June 30, 2024			$	70					$	40					$	110

The estimated fair value of the Equipment Notes is categorized as a Level 3 valuation. We considered the appraised value of aircraft subject to first-priority liens under the Equipment Notes, as sourced during the third

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quarter of 2023 and as required under the Equipment Notes, to determine the fair value of the Equipment Notes as of June 30, 2024.

Leases primarily pertain to certain controlled aircraft and our operational facilities, including aircraft hangars, our corporate headquarters located in the Atlanta, Georgia area and our corporate office in New York, New York, which are all accounted for as operating leases. We sublease an aircraft hangar at Cincinnati/Northern Kentucky International Airport from Delta. Certain of these operating leases have renewal options to further extend for additional time periods at our discretion.

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 are not included in the right-of-use asset and lease liability balances but rather are expensed as incurred.

The components of net lease cost were as follows (in thousands):

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Operating lease costs			$	7,509					$	9,641					$	15,049					$	21,335
Short-term lease costs			173						2,151						386						4,637
Variable lease costs			5,826						8,666						10,139						14,499
Total lease costs			$	13,508					$	20,458					$	25,574					$	40,471

Sublease income was not material for any of the three and six month periods ended June 30, 2024 and 2023.

Lease costs related to leased aircraft and operational facilities are included in Cost of revenue in the condensed consolidated statements of operations. Lease costs related to our leased corporate headquarters and other office space, including expenses for non-lease components, are allocated within the condensed consolidated statements of operations based on employee headcount. Sublease income is presented in General and administrative expense in the condensed consolidated statements of operations.

Supplemental cash flow information related to operating leases were as follows (in thousands):

			Six Months Ended June 30,
			2024						2023
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows paid for operating leases			$	15,604					$	18,621
Right-of-use assets obtained in exchange for operating lease obligations			$	3,017					$	5,454

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Supplemental balance sheet information related to leases were as follows:

			June 30, 2024						December 31, 2023
Weighted-average remaining lease term (in years):
Operating leases			6.9						6.7
Weighted-average discount rate:
Operating leases			9.4		%				9.2		%

Maturities of lease liabilities, as of June 30, 2024, were as follows (in thousands):

Year ending December 31,			Operating Leases
2024 (remaining)			$	14,409
2025			18,573
2026			11,107
2027			8,022
2028			6,803
2029 and Thereafter			36,609
Total lease payments			95,523
Less: Imputed interest			(26,812)
Total lease obligations			$	68,711

Stockholders’ Equity

Pursuant to the Amended and Restated Certificate of Incorporation, we are authorized to issue 1,525,000,000 shares, consisting of (i) 1,500,000,000 shares of Common Stock and (ii) 25,000,000 shares of preferred stock. Holders of Common Stock are entitled to one vote per share; provided, that by agreement (i) certain Incremental Term Lenders that are not “citizens of the United States” (as defined in 49 USC § 40102(a)(15)(C)) (collectively, the “Non-Citizen Investors”), may be afforded collective voting rights equal to 1% of all shares of Common Stock entitled to vote at a meeting of the Company’s stockholders; (ii) for so long as such Non-Citizen Investors collectively hold such shares of Common Stock, the shares of Common Stock held by CK Wheels in excess of 23.9% of all shares of Common stock entitled to vote at a meeting of the Company’s stockholders, will not have voting rights (subject to ratable adjustment if the Non-Citizen Investors cease to own (beneficially or of record) a certain number of shares of Common Stock); and (iii) any shares owned by Delta above 29.9% will be neutral shares with respect to voting rights, will be voted in proportion to all other votes cast (“for”, “against” or “abstain”) by stockholders other than Delta at a meeting of the Company’s stockholders.

Equity-Based Compensation

The Company’s outstanding equity-based compensation awards to its directors, executive officers, employees and other eligible personnel have been made pursuant to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated effective April 1, 2023 (as amended by the LTIP Amendment (as defined herein), the “Amended and Restated 2021 LTIP”), the Wheels Up Experience Inc. 2022 Inducement Grant Plan, dated June 30, 2022 (the “2022 Inducement Grant Plan”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of November 30, 2023, granted to George Mattson (the “CEO Performance Award”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of March 3, 2024, granted to Todd Smith (the “CFO Performance Award”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of May 20, 2024, granted to David Harvey (the “CCO Performance Award” and, collectively with the CEO Performance Award and CFO Performance Award, the “Executive Performance Awards”), nine equity-based compensation plans that were

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approved by the board of directors of WUP (collectively, the “WUP Management Incentive Plan”) prior to the business combination consummated on July 13, 2021 (the “Business Combination Closing Date”) between WUP and Aspirational Consumer Lifestyle Corp. (“Aspirational”), a blank check company (the “Business Combination’), and the Wheels Up Partners Holdings LLC Option Plan (the “WUP Option Plan”), which was approved by the board of directors of WUP prior to the Business Combination. Additional details about these equity-based compensation arrangements are below.

WUP Management Incentive Plan

In March 2014, the WUP Management Incentive Plan was established, which provided for the issuance of WUP profits interests, restricted or unrestricted, to employees, consultants and other qualified persons. Following the consummation of the Business Combination, no new grants can be made under the WUP Management Incentive Plan. As of June 30, 2024, an aggregate of 3.1 million WUP profits interests have been authorized and issued under the WUP Management Incentive Plan. Vested WUP profits interests are eligible to be exchanged into shares of Common Stock before July 13, 2031. Amounts of WUP profits interests reported in the tables below represent the maximum number of WUP profits interests outstanding or that could be realized upon vesting and immediately exchanged for the maximum number of shares of Common Stock. The actual number of shares of Common Stock received upon exchange of such WUP profits interests will depend on the trading price per share of Common Stock at the time of such exchange.

The following table summarizes the WUP profits interests activity under the WUP Management Incentive Plan as of June 30, 2024:

			Number of WUP Profits Interests						Weighted-Average Grant Date Fair Value
			(in thousands)
Outstanding WUP profits interests as of January 1, 2024			2,881						$	4.16
Granted			—						—
Exchanged			—						—
Expired/forfeited			—						—
Outstanding WUP profits interests as of June 30, 2024			2,881						$	4.16

The weighted-average remaining contractual term as of June 30, 2024, for WUP profits interests outstanding was approximately 7.0 years. All WUP profits interests were vested as of December 31, 2023.

WUP Option Plan

In December 2016, the WUP Option Plan was established, which provided for the issuance of stock options to purchase WUP common interests at an exercise price based on the fair market value of the interests on the date of grant. Generally, WUP stock options granted vest over a four-year service period and expire on the tenth anniversary of the grant date. As of June 30, 2024, the number of WUP stock options authorized and issued in the aggregate under the WUP Option Plan was 1.8 million. Each outstanding WUP stock option is exercisable for one share of Common Stock.

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The following table summarizes the activity under the WUP Option Plan as of June 30, 2024:

			Number of WUP Stock Options						Weighted- Average Exercise Price						Weighted-Average Grant Date Fair Value
			(in thousands)
Outstanding WUP stock options as of January 1, 2024			1,129						$	75.45					$	12.64
Granted			—						—						—
Exercised			—						—						—
Forfeited			(124)						74.58						9.92
Expired			—						—						—
Outstanding WUP stock options as of June 30, 2024			1,005						$	75.56					$	12.97
Exercisable WUP stock options as of June 30, 2024			1,005						$	75.56					$	12.97

The aggregate intrinsic value as of June 30, 2024, for WUP stock options that were outstanding and exercisable was nil. The weighted-average remaining contractual term as of June 30, 2024, for WUP stock options that were outstanding and exercisable was approximately 5.0 years. All WUP stock options were vested as of December 31, 2023.

Amended and Restated 2021 LTIP & 2022 Inducement Grant Plan

In connection with the Business Combination, the Wheels Up Board of Directors (the “Board”) and stockholders of Wheels Up adopted the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “Original 2021 LTIP”), for employees, consultants and other qualified persons. Following approval by the Board, (i) at the 2023 annual meeting of the Company’s stockholders, the Company’s stockholders approved the Amended and Restated 2021 LTIP to increase the aggregate number of shares of Common Stock available for awards made thereunder by 2,415,000 shares and amend certain other plan provisions, and (ii) at the 2024 annual meeting of the Company’s stockholders (the “2024 Annual Meeting”), the Company’s stockholders approved Amendment No. 1 to the Amended and Restated 2021 LTIP (the “LTIP Amendment”), to increase the aggregate number of shares of Common Stock available for awards made under the Amended and Restated 2021 LTIP by 25,000,000 shares and extend the termination date of such plan to April 15, 2034. The Amended and Restated 2021 LTIP provides for the grant of incentive options, nonstatutory options, restricted stock, restricted stock units (“RSUs”), including performance-based RSUs (“PSUs”), rights, other stock-based awards, performance awards, cash awards or any combination of the foregoing. As of June 30, 2024, an aggregate of 30.1 million shares were authorized for issuance under the Amended and Restated 2021 LTIP.

On June 30, 2022, the Board adopted the 2022 Inducement Grant Plan to be used for a one-time employment inducement grant, pursuant to NYSE Rule 303A.08, for Todd Smith, in connection with his appointment as Chief Financial Officer. The maximum number of awards that could be granted under the 2022 Inducement Grant Plan were 205,128 shares of Common Stock, which were all granted in the form of RSUs to Mr. Smith on July 1, 2022. RSU awards granted under the 2022 Inducement Grant Plan contain generally the same terms as other awards granted under the Original 2021 LTIP during the fiscal year ended December 31, 2022. Due to such similarities, the RSUs granted under the 2022 Inducement Grant Plan are consolidated in the discussion of RSUs below.

Restricted Stock Units

RSUs granted under the Amended and Restated 2021 LTIP and 2022 Inducement Grant Plan generally vest at intervals up to a four-year service period, subject to the grantee’s continued service to the Company through the applicable vesting date. The following table summarizes the activity under the Amended and Restated 2021 LTIP related to RSUs as of June 30, 2024:

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			Number of RSUs(1)						Weighted-Average Grant Date Fair Value
			(in thousands)
Non-vested RSUs as of January 1, 2024			1,848						$	9.35
Granted			4,408						2.99
Vested			(893)						5.78
Forfeited			(455)						6.07
Non-vested RSUs as of June 30, 2024			4,908						$	4.59

(1)    The number of RSUs and weighted-average grant date fair value include 205,128 RSUs granted under the 2022 Inducement Grant Plan in July 2022, of which 136,752 RSUs vested as of January 1, 2024 and the remaining 68,376 RSUs are scheduled to vest on December 30, 2024, subject to the grantee’s continued service through such vesting date.

The total unrecognized compensation cost related to non-vested RSUs was $16.5 million as of June 30, 2024 and is expected to be recognized over a weighted-average period of 2.6 years.

Performance-Based Restricted Stock Units

Under the terms of the PSUs granted to certain employees under the Amended and Restated 2021 LTIP, upon the achievement of certain pre-determined performance objectives, each PSU may settle into shares of our Common Stock. The PSUs will vest, if at all, upon the actual achievement of the related performance objectives, subject to specified change of control exceptions and the grantee’s continued service to the Company through the applicable vesting date.

The following table summarizes the activity under the Amended and Restated 2021 LTIP related to PSUs as of June 30, 2024:

			Number of PSUs						Weighted-Average Grant Date Fair Value
			(in thousands)
Non-vested PSUs as of January 1, 2024			18						$	2.89
Granted			482						3.07
Vested			—						—
Forfeited			(34)						3.07
Non-vested PSUs as of June 30, 2024			466						$	3.06

Compensation expense associated with PSUs is recognized over the vesting period of the awards that are ultimately expected to vest when the achievement of the related performance objectives becomes probable. As of June 30, 2024, the achievement of the performance objectives associated with certain non-vested PSUs was deemed not probable of being achieved and no expense has been recognized associated with those awards. The total unrecognized compensation cost related to non-vested PSUs deemed probable of being achieved was $1.3 million as of June 30, 2024 and is expected to be recognized over a weighted-average period of 2.3 years.

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Wheels Up Stock Options

Wheels Up stock options granted under the Amended and Restated 2021 LTIP vest quarterly over a three-year service period and expire on the tenth anniversary of the grant date. The following table summarizes the activity under the Amended and Restated 2021 LTIP related to Wheels Up stock options as of June 30, 2024:

			Number of Wheels Up Stock Options						Weighted- Average Exercise Price						Weighted-Average Grant Date Fair Value
			(in thousands)
Outstanding Wheels Up stock options as of January 1, 2024			77						$	100.00					$	47.52
Granted			—						—						—
Exercised			—						—						—
Forfeited			—						—						—
Expired			—						—						—
Outstanding Wheels Up stock options as of June 30, 2024			77						$	100.00					$	47.52
Exercisable Wheels Up stock options as of June 30, 2024			77						$	100.00					$	47.52

The aggregate intrinsic value as of June 30, 2024, for Wheels Up stock options that were outstanding and exercisable was nil. The weighted-average remaining contractual term as of June 30, 2024, for Wheels Up stock options that were outstanding and exercisable was approximately 3.4 years.

Executive Performance Awards

The Compensation Committee of the Board approved the CEO Performance Award granted to George Mattson, the Company’s Chief Executive Officer, CFO Performance Award granted to Todd Smith, the Company’s Chief Financial Officer, and CCO Performance Award granted to David Harvey, the Company’s Chief Commercial Officer, on November 30, 2023, March 3, 2024 and May 20, 2024, respectively. Except as set forth in Section III.A of the Amended and Restated 2021 LTIP, the Executive Performance Awards incorporate the terms of the Amended and Restated 2021 LTIP, as it may be amended from time-to-time. Each Executive Performance Award is intended to constitute a standalone equity incentive plan and any shares of Common Stock issued under such awards will not be issued under, or count against the number of shares of Common Stock reserved pursuant to, any of the Company’s other equity-based compensation plans or awards.

The issuance of any shares under the Executive Performance Awards upon vesting is contingent upon receipt of the approval of each award by the Company’s stockholders. At the 2024 Annual Meeting, the Company’s stockholders approved each of the CEO Performance Award and CFO Performance Award, as well as the potential issuance of up to 73.0 million and 20.0 million shares of Common Stock, respectively, thereunder, subject to the satisfaction of the applicable performance- and service-based vesting conditions under such Executive Performance Awards, if at all. The Company currently intends to obtain approval of the CCO Performance Award by the Company’s stockholders at a future meeting of the Company’s stockholders or by written consent of the Company’s stockholders. If on any Determination Date (as defined below) there is not a sufficient amount of shares authorized by the Company's stockholders to deliver the number of shares due under the Executive Performance Awards or any such Executive Performance Award has not been approved by the Company’s stockholders, then upon vesting, if at all, any amounts payable under any such Executive Performance Award will not be paid in the form of the issuance of new shares of Common Stock and instead will be payable in cash.

The Executive Performance Awards are one-time performance awards granted to our Chief Executive Officer, Chief Financial Officer and Chief Commercial Officer in lieu of future annual equity compensation grants and are intended to provide each of them with the opportunity to share in the long-term growth of the value of the Company. The Executive Performance Awards consist of a contingent right to receive a number of newly issued shares of Common Stock upon: (i) repayment of the Company’s borrowings under the $390.0 million Term Loan, if at all; and (ii) satisfaction of service-based vesting conditions, which provide that 25% of each Executive Performance Award will be eligible to vest on each of September 20, 2024, 2025, 2026 and 2027, so long as such officer remains

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employed with the Company as of such dates. A “Repayment Event” includes certain refinancings of the Term Loan on or before September 20, 2028, the scheduled maturity date of the Term Loan. Subject to the satisfaction of the applicable performance- and service-based vesting conditions described above, the number of shares of Common Stock that may vest and be issued under any Executive Performance Award will first be determined on December 31st of the year in which a Repayment Event occurs, and then on December 31st of each subsequent year (each such date, a “Determination Date”) until December 31, 2028 (the “Final Determination Date”). At any Determination Date following a Repayment Event, the number of shares of Common Stock issuable under any Executive Performance Award in connection with such Determination Date, if any, will be determined using the then applicable percentage associated with the service-based vesting condition (the “Service Vested Percentage”).

The number of shares of Common Stock subject to vesting and issuance, if any, under any Executive Performance Award on each Determination Date following a Repayment Event is based on a formula that aligns the number of shares of Common Stock issuable under such Executive Performance Award with the repayment or refinancing of the Term Loan and Revolving Credit Facility, the then applicable dollar value of the shares of Common Stock issued to the Lenders under the Investor Rights Agreement and the volume weighted average price per share of Common Stock during the 60 trading day period prior to the applicable Determination Date. The number of shares of Common Stock, if any, issuable under the Executive Performance Awards will vary depending on, among other things: (i) the occurrence and timing of a Repayment Event; (ii) the Lenders’ Total Investor Return (as defined in the Executive Performance Awards) as a multiple of the aggregate principal amount of the Term Loan and any borrowings under the Revolving Credit Facility as of the applicable Determination Date, if any; and (iii) the Service Vested Percentage as of the applicable Determination Date. There can be no assurance that the performance- and service-based vesting conditions under the Executive Performance Awards will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the Executive Performance Awards.

As of June 30, 2024, the performance-based vesting conditions for the Executive Performance Awards were not met and no shares had vested. As of June 30, 2024, the achievement of the related performance objective was deemed probable of being achieved on September 20, 2028, the scheduled maturity date of the Term Loan. The grant-date fair value of the CCO Performance Award as of May 20, 2024, using a Monte Carlo simulation model, was $43.9 million. The derived service periods for Executive Performance Awards, which began on the respective grant dates, were: (i) for the CEO Performance Award, 5.2 years; (ii) for the CFO Performance Award, 4.9 years; and (iii) for the CCO Performance Award, 4.7 years.

The total unrecognized compensation cost related to the Executive Performance Awards was $221.6 million as of June 30, 2024 and is expected to be recognized over 4.5 years. As of June 30, 2024, the carrying amount of the CEO Performance Award and CFO Performance Award were classified as equity in the condensed consolidated balance sheet under Additional paid-in capital; however, since we have not obtained authorization from the Company’s stockholders for the issuance of any shares of Common Stock to satisfy settlement of the CCO Performance Award, the carrying amount of such award has been classified as mezzanine equity in the condensed consolidated balance sheet under Contingent performance awards.

Fair Value Estimates

We estimated fair value to measure compensation cost of the Executive Performance Awards on the date of grant using techniques that are considered to be consistent with the objective of measuring fair value. In selecting the appropriate technique, management considered, among other factors, the nature of the instrument, the market risks that it embodies, and the expected means of settlement.

Estimating fair values of the Executive Performance Award requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external factors. In addition, option-pricing models are highly volatile and sensitive to changes.

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The following table summarizes the significant assumptions used to estimate the fair value on the date of grant:

			2024(1)												2023(2)
Expected term (in years)			4.7			-			4.9						5.2
Volatility			65%			-			70%						60		%
Risk-free rate			4.1%			-			4.4%						4.3		%
Expected dividend rate			0%			-			0%						0		%

(1) Assumptions used in the Monte Carlo simulation related to the CFO Performance Award, which was granted on March 3, 2024, and the CCO Performance Award, which was granted on May 20, 2024.

(2) Assumptions used in the Monte Carlo simulation related to the CEO Performance Award, which was granted on November 30, 2023.

Equity-Based Compensation Expense

Compensation expense for WUP profits interests recognized in the condensed consolidated statements of operations was nil for each of the three months ended June 30, 2024 and 2023, and nil and $0.1 million for the six months ended June 30, 2024 and 2023, respectively.

Compensation expense for WUP stock options under the WUP Option Plan and Wheels Up stock options under the Amended and Restated 2021 LTIP recognized in the condensed consolidated statements of operations was nil and $0.4 million for the three months ended June 30, 2024 and 2023, respectively, and nil and $0.9 million for the six months ended June 30, 2024 and 2023, respectively.

Compensation expense for RSUs and PSUs recognized in the condensed consolidated statements of operations was $3.1 million and $6.2 million for the three months ended June 30, 2024 and 2023, respectively, and $6.3 million and $11.9 million for the six months ended June 30, 2024 and 2023, respectively.

Compensation expense for the Executive Performance Awards recognized in the condensed consolidated statements of operations was $11.1 million and nil for the three months ended June 30, 2024 and 2023, respectively, and $19.1 million and nil for the six months ended June 30, 2024 and 2023, respectively.

The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item (in thousands):

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Cost of revenue			$	816					$	1,092					$	1,562					$	2,271
Technology and development			353						673						636						1,157
Sales and marketing			132						641						267						1,341
General and administrative			12,967						4,198						23,014						13,373
Total equity-based compensation expense			$	14,268					$	6,604					$	25,479					$	18,142

Earnout Shares

As part of the Business Combination, existing holders of WUP equity, including certain holders of WUP profits interests and restricted interests under the WUP Management Incentive Plan, but excluding holders of WUP stock options, have the right to receive up to 0.9 million additional shares of Common Stock (the “Earnout Shares”) that will vest, if at all, upon the achievement of separate market conditions. One-third of the Earnout Shares will meet the market conditions when the closing Common Stock price is greater than or equal to $125.00 for any 20 trading days within a period of 30 consecutive trading days on or before July 13, 2026. An additional one-third will vest when the Common Stock is greater than or equal to $150.00 over the same measurement period. The final one-third will vest when the Common Stock is greater than or equal to $175.00 over the same measurement period.

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Earnout Shares are attributable to vested WUP profits interests and restricted interests as of the date each of the Earnout Share market conditions are met. No Earnout Shares have been issued as of June 30, 2024.

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. The derived service period began on the Business Combination Closing Date and had a weighted-average period of 1.7 years.

Based on the Common Stock trading price, the market conditions were not met, and no Earnout Shares vested or were issuable as of June 30, 2024. Compensation expense for Earnout Shares recognized in the condensed consolidated statements of operations was nil for each of the three months ended June 30, 2024 and 2023, and nil and $1.4 million for the six months ended June 30, 2024 and 2023, respectively.

Treasury Stock

As of June 30, 2024, we had 393,218 shares of treasury stock. The increase in treasury stock during the six months ended June 30, 2024 reflects shares of Common Stock withheld to settle employee taxes due upon the vesting of RSUs. During the six months ended June 30, 2024, we did not cancel or reissue any shares of Common Stock held as treasury stock.

MIP LLC is a single purpose entity formed for the purpose of administering and effectuating the award of WUP 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 of WUP was adopted, allowing members of MIP LLC, subject to certain restrictions, to exchange their vested WUP profits interests before July 13, 2031 for cash or a corresponding number of shares of Common Stock, at the option of Wheels Up, based on the value of such WUP profits interests relative to their applicable participation threshold.

The decision of whether to exchange WUP profits interests for cash or Common Stock is made solely at the discretion of Wheels Up. Accordingly, the WUP 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 WUP profits interests, if settled in shares of Common Stock at the discretion of Wheels Up, 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 was as follows:

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			June 30, 2024												December 31, 2023
Number of WUP common units held by Wheels Up(1)			697,663,854						100.0		%				696,856,131						100.0		%
Number of vested WUP profits interests attributable to non-controlling interests(2)			—						—		%				—						—		%
Total WUP common units and vested WUP profits interests outstanding			697,663,854						100.0		%				696,856,131						100.0		%

(1) WUP common units represent an equivalent ownership of Common Stock outstanding.

(2) Based on the closing price of Common Stock on the last trading day of the period covered by this Quarterly Report, there would have been no WUP common units issuable upon conversion of vested and unvested WUP profits interests outstanding as of June 30, 2024.

Weighted-average ownership percentages are used to allocate net loss to Wheels Up and the non-controlling interest holders. The non-controlling interests weighted-average ownership percentage was nil for each of the three and six months ended June 30, 2024 and 2023.

The Company has contractual obligations and commitments, primarily in the form of obligations to provide services for which we have already received deferred revenue (see Note 2), lease arrangements (see Note 9), repayment of long-term debt (see Note 7), legal proceedings, and sales and use tax liability.

Legal Proceedings

From time to time, we are subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these matters cannot be predicted with certainty, as of the date of this Quarterly Report we do not believe that the outcome of any of these matters, individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows.

GRP Litigation

On July 5, 2023, we filed a lawsuit against Exclusive Jets, LLC d/b/a flyExclusive, a subsidiary of flyExclusive, Inc. (“FE”), in the United States District Court for the Southern District of New York, which was re-filed against FE in the Supreme Court of the State of New York in New York County on August 23, 2023. We instituted the action to enforce our rights and remedies for wrongful termination by FE of that certain Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021, between WUP and FE (the “GRP Agreement”). On June 30, 2023, FE notified us in writing of its immediate termination of the GRP Agreement. We believe that FE wrongfully terminated such agreement in breach thereof. We are seeking compensatory damages, including the return of material deposits held by FE under the GRP Agreement that were recorded in Other non-current assets on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, as well as attorneys’ fees and costs. We intend to vigorously pursue the action to recover the outstanding deposits and other damages from FE, but there can be no assurance as to the outcome of the lawsuit against FE. Our success in recovering the amounts from FE will depend upon several factors including the availability of funds by FE for the recoverable amounts. We are in the process of evaluating the effects of the foregoing events and we cannot make a reasonable estimate of any outcome, recovery or loss at this time.

Sales and Use Tax Liability

We regularly provide services to members in various states within the continental U.S., 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 June 30, 2024 and December 31, 2023, we estimated the potential exposure to such tax liability was $10.5 million and $10.5 million, respectively, the expense for which was included in Accrued expenses

---

on the condensed consolidated balance sheets and in cost of revenue in the condensed consolidated statements of operations as of and for the applicable periods presented.

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.

On March 1, 2023, we announced a restructuring plan (the “Restructuring Plan”) as part of our previously announced focus on implementing cost reductions and improving the efficiency of our operations, which consisted of a reduction in headcount (excluding pilots, maintenance and operations-support personnel). We estimated that we would incur approximately $14.0 million in total pre-tax charges in connection with the Restructuring Plan, primarily related to severance payments, employee benefits and equity-based compensation.

We incurred $17.7 million of charges associated with the Restructuring Plan during the fourth quarter of 2022 and first quarter of 2023, which primarily consisted of cash and non-cash expenses related to severance payments, employee benefits and equity-based compensation. During the six months ended June 30, 2023, we recognized approximately $10.5 million of expenses related to the Restructuring Plan, which were incurred and recorded on the condensed consolidated statement of operations, as follows (in thousands):

Cost of revenue			$	755
Technology and development			2,299
Sales and marketing			2,058
General and administrative			5,408
Total restructuring expenses			$	10,520

We are subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income or loss from WUP, as well as any standalone income or loss Wheels Up generates. WUP 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 WUP is passed through to and

---

included in the taxable income or loss of its members, including Wheels Up. We are also subject to income taxes in the various foreign jurisdictions in which we operate.

We recorded income tax expense of $0.4 million and $0.3 million for the three and six months ended June 30, 2024, respectively, and income tax benefit of $16.0 thousand and income tax expense of $0.2 million for the three and six months ended June 30, 2023, respectively. The effective tax rate was (0.5)% and (0.2)% for the three and six months ended June 30, 2024, respectively, and 0.0% and (0.1)% for the three and six months ended June 30, 2023, respectively. Our effective tax rate for the three and six months ended June 30, 2024 differs from the federal statutory rate of 21%, primarily due to a full valuation allowance against the majority of our net deferred tax assets where it is more likely than not that the deferred tax assets will not be realized and geographical mix of our earnings.

We currently expect the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested. Accordingly, the Company has not provided for the tax effect, if any, of limited outside basis differences of its foreign subsidiaries. If these foreign earnings are repatriated to the U.S., or if the Company determines that such earnings are repatriated to the U.S., or if the Company determines that such earnings will be remitted in a future period, additional tax provisions may be required.

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 the 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 June 30, 2024, we concluded, based on the weight of all available positive and negative evidence, that it is more likely than not that the majority of U.S. deferred tax assets will not be realized. Accordingly, a valuation allowance has been established on the majority of our net deferred tax assets in the U.S.

In general, under Section 382 of the Internal Revenue Code of 1986 (as amended, the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses or tax credits to offset future taxable income or taxes. As a result of the Initial Issuance, the Company experienced an ownership change for the purpose of Section 382 of the Code during the third quarter of 2023 that will limit the availability of our tax attributes offset future income. A formal Section 382 analysis is being performed to determine the extent of the limitations. Our net operating losses and tax attributes are currently subject to a full valuation allowance. Accordingly, we do not believe it will have a material impact on our consolidated financial statements.

The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15% intended to be effective on January 1, 2024. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world have implemented the legislation, including jurisdictions in which certain of Wheels Up’s subsidiaries operate, and many other jurisdictions are in the process of implementing it. The Company is currently monitoring these developments and is in the process of evaluating the potential impact on its consolidated financial statements.

Additionally, the Company is subject to the income tax effects associated with the Global Intangible Low-Taxed Income (“GILTI”) provisions and treats the tax effects of GILTI as a current period expense in the period incurred.

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The following table sets forth the computation of Basic and diluted net loss per share (in thousands, except per share data):

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Numerator:
Net loss attributable to Wheels Up Experience Inc. - basic and diluted			$	(96,973)					$	(160,593)					$	(194,366)					$	(261,459)
Denominator:
Weighted-average shares of Common Stock outstanding - basic and diluted			697,458,966						25,570,200						697,403,388						25,446,199
Basic and diluted net loss per share of Common Stock			$	(0.14)					$	(6.28)					$	(0.28)					$	(10.27)

There were no dividends declared or paid during each of the three and six months ended June 30, 2024 and 2023.

Basic and diluted net loss per share were computed using the two-class method. All issued and outstanding shares of restricted stock are included in the weighted-average shares of Common Stock outstanding for all periods presented. WUP restricted interests were converted into shares of restricted stock as of the Business Combination Closing Date.

WUP profits interests held by other members of MIP LLC are not subject to the net loss per share calculation until such time the vested WUP profits interests are actually exchanged for shares of Common Stock.

The shares of Common Stock issuable under the Executive Performance Awards upon satisfaction of the performance- and service-based vesting conditions, if at all, are not subject to the net loss per share calculation until such time that such shares of Common Stock are actually issued to the applicable grantee. The exact number of shares of Common Stock that may be issued under the Executive Performance Awards will not be readily determinable until the first Determination Date following a Repayment Event and at each successive Determination Date thereafter through the Final Determination Date. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock pursuant to any Executive Performance Award (see Note 10).

The following securities were not included in the computation of diluted shares outstanding, because the effect would be anti-dilutive, and issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:

			June 30,
			2024						2023
Warrants(1)			1,252,149						1,252,149
Earnout Shares			900,000						900,000
RSUs and PSUs			6,459,297						2,898,439
Stock options			1,081,993						1,320,291
Total anti-dilutive securities			9,693,439						6,370,879

(1)     Each Warrant entitles the holder to purchase 1/10th of one share of Common Stock at a price of $115.00 per whole share of Common Stock.

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v3.24.2.u1

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 05, 2024
Cover [Abstract]
Document type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-39541
Entity registrant name	WHEELS UP EXPERIENCE INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1617611
Entity Address, Address Line One	2135 American Way
Entity Address, City or Town	Chamblee
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30341
City Area Code	212
Local Phone Number	257-5252
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	UP
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		697,663,854
Entity CIK	0001819516
Amendment Flag	false
Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Fiscal Year Focus	2024

v3.24.2.u1

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 141,493	$ 263,909
Accounts receivable, net	34,005	38,237
Parts and supplies inventories, net	21,242	20,400
Aircraft held for sale	36,900	30,496
Prepaid expenses	33,608	55,715
Other current assets	21,558	25,277
Total current assets	288,806	434,034
Property and equipment, net	287,395	337,714
Operating lease right-of-use assets	60,059	68,910
Goodwill	217,656	218,208
Intangible assets, net	107,269	117,766
Other non-current assets	125,104	139,428
Total assets	1,086,289	1,316,060
Current liabilities:
Current maturities of long-term debt	21,152	23,998
Accounts payable	41,934	32,973
Accrued expenses	88,124	102,475
Deferred revenue, current	702,174	723,246
Other current liabilities	20,722	24,810
Total current liabilities	874,106	907,502
Long-term debt, net	218,612	235,074
Operating lease liabilities, non-current	49,887	54,956
Other non-current liabilities	14,743	18,655
Total liabilities	1,157,348	1,216,187
Commitments and contingencies (Note 13)
Total mezzanine equity	1,093	2,476
Equity:
Common Stock, $0.0001 par value; 1,500,000,000 authorized; 698,057,072 and 697,131,838 shares issued and 697,663,854 and 696,856,131 shares outstanding as of June 30, 2024 and December 31, 2023, respectively	70	70
Additional paid-in capital	1,905,871	1,879,009
Accumulated deficit	(1,957,626)	(1,763,260)
Accumulated other comprehensive loss	(12,344)	(10,704)
Treasury stock, at cost, 393,218 and 275,707 shares, respectively	(8,123)	(7,718)
Total Wheels Up Experience Inc. stockholders’ equity	(72,152)	97,397
Non-controlling interests	0	0
Total equity	(72,152)	97,397
Total liabilities and equity	$ 1,086,289	$ 1,316,060

v3.24.2.u1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	1,500,000,000	1,500,000,000
Common stock issued (in shares)	698,057,072	697,131,838
Common stock outstanding (in shares)	697,663,854	696,856,131
Treasury stock, at cost (in shares)	393,218	275,707

v3.24.2.u1

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 196,285,000	$ 335,062,000	$ 393,386,000	$ 686,874,000
Costs and expenses:
Cost of revenue (exclusive of items shown separately below)	191,690,000	327,903,000	389,950,000	681,694,000
Technology and development	10,529,000	14,430,000	21,610,000	30,303,000
Sales and marketing	21,480,000	23,149,000	42,917,000	48,952,000
General and administrative	35,949,000	40,065,000	72,186,000	79,481,000
Depreciation and amortization	15,593,000	15,123,000	30,988,000	29,568,000
(Gain) loss on sale of aircraft held for sale	234,000	(2,621,000)	(2,490,000)	(3,487,000)
Impairment of goodwill	0	70,000,000	0	70,000,000
Total costs and expenses	275,475,000	488,049,000	555,161,000	936,511,000
Loss from operations	(79,190,000)	(152,987,000)	(161,775,000)	(249,637,000)
Other income (expense)
Gain (loss) on disposal of assets, net	136,000	(1,538,000)	1,576,000	(1,538,000)
Loss on extinguishment of debt	(805,000)	(870,000)	(2,511,000)	(870,000)
Change in fair value of warrant liability	(70,000)	621,000	(98,000)	746,000
Interest income	285,000	1,865,000	341,000	5,686,000
Interest expense	(16,667,000)	(7,658,000)	(31,222,000)	(15,777,000)
Other income (expense), net	(221,000)	(42,000)	(350,000)	103,000
Total other income (expense)	(17,342,000)	(7,622,000)	(32,264,000)	(11,650,000)
Loss before income taxes	(96,532,000)	(160,609,000)	(194,039,000)	(261,287,000)
Income tax benefit (expense)	(441,000)	16,000.0	(327,000)	(172,000)
Net loss	(96,973,000)	(160,593,000)	(194,366,000)	(261,459,000)
Less: Net loss attributable to non-controlling interests	0	0	0	0
Net loss attributable to Wheels Up Experience Inc.	$ (96,973,000)	$ (160,593,000)	$ (194,366,000)	$ (261,459,000)
Net loss per share of Common Stock (Note 18)
Basic (in dollars per share)	$ (0.14)	$ (6.28)	$ (0.28)	$ (10.27)
Diluted (in dollars per share)	$ (0.14)	$ (6.28)	$ (0.28)	$ (10.27)
Weighted-average shares of Common Stock outstanding:
Basic (in shares)	697,458,966	25,570,200	697,403,388	25,446,199
Diluted (in shares)	697,458,966	25,570,200	697,403,388	25,446,199

v3.24.2.u1

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (96,973)	$ (160,593)	$ (194,366)	$ (261,459)
Other comprehensive income (loss):
Foreign currency translation adjustments	(98)	3,296	(1,640)	4,219
Comprehensive loss	(97,071)	(157,297)	(196,006)	(257,240)
Less: Comprehensive loss attributable to non-controlling interests	0	0	0	0
Comprehensive loss attributable to Wheels Up Experience Inc.	$ (97,071)	$ (157,297)	$ (196,006)	$ (257,240)

v3.24.2.u1

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Treasury stock	Non-controlling interests
Beginning balance (in shares) at Dec. 31, 2022		25,198,298
Beginning balance at Dec. 31, 2022	$ 251,920	$ 3	$ 1,545,530	$ (1,275,873)	$ (10,053)	$ (7,687)	$ 0
Beginning balance (in shares) at Dec. 31, 2022						264,441
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	11,210		9,951				1,259
Change in non-controlling interests allocation	0		1,259				(1,259)
Issuance of Common Stock upon settlement of restricted stock units (in shares)		227,513
Net loss	(100,866)			(100,866)
Other comprehensive income (loss)	923				923
Ending balance (in shares) at Mar. 31, 2023		25,425,811
Ending balance at Mar. 31, 2023	163,187	$ 3	1,556,740	(1,376,739)	(9,130)	$ (7,687)	0
Ending balance (in shares) at Mar. 31, 2023						264,441
Beginning balance (in shares) at Dec. 31, 2022		25,198,298
Beginning balance at Dec. 31, 2022	251,920	$ 3	1,545,530	(1,275,873)	(10,053)	$ (7,687)	0
Beginning balance (in shares) at Dec. 31, 2022						264,441
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(261,459)
Ending balance (in shares) at Jun. 30, 2023		25,622,496
Ending balance at Jun. 30, 2023	12,819	$ 3	1,563,672	(1,537,332)	(5,834)	$ (7,690)	0
Ending balance (in shares) at Jun. 30, 2023						265,300
Beginning balance (in shares) at Mar. 31, 2023		25,425,811
Beginning balance at Mar. 31, 2023	163,187	$ 3	1,556,740	(1,376,739)	(9,130)	$ (7,687)	0
Beginning balance (in shares) at Mar. 31, 2023						264,441
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	6,604		6,592				12
Change in non-controlling interests allocation	0		12				(12)
Reclassification of equity awards	328		328
Issuance of Common Stock upon settlement of restricted stock units (in shares)		196,685
Reverse stock split fractional shares (in shares)						859
Reverse stock split fractional shares	(3)					$ (3)
Net loss	(160,593)			(160,593)
Other comprehensive income (loss)	3,296				3,296
Ending balance (in shares) at Jun. 30, 2023		25,622,496
Ending balance at Jun. 30, 2023	$ 12,819	$ 3	1,563,672	(1,537,332)	(5,834)	$ (7,690)	0
Ending balance (in shares) at Jun. 30, 2023						265,300
Beginning balance (in shares) at Dec. 31, 2023	696,856,131	697,131,838
Beginning balance at Dec. 31, 2023	$ 97,397	$ 70	1,879,009	(1,763,260)	(10,704)	$ (7,718)	0
Beginning balance (in shares) at Dec. 31, 2023	275,707					275,707
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	$ 2,812		2,812
Issuance of Common Stock upon settlement of restricted stock units (in shares)		558,125
Shares withheld for employee taxes on vested equity awards (in shares)						92,764
Shares withheld for employee taxes on vested equity awards	(338)					$ (338)
Net loss	(97,393)			(97,393)
Other comprehensive income (loss)	(1,542)				(1,542)
Ending balance (in shares) at Mar. 31, 2024		697,689,963
Ending balance at Mar. 31, 2024	$ 936	$ 70	1,881,821	(1,860,653)	(12,246)	$ (8,056)	0
Ending balance (in shares) at Mar. 31, 2024						368,471
Beginning balance (in shares) at Dec. 31, 2023	696,856,131	697,131,838
Beginning balance at Dec. 31, 2023	$ 97,397	$ 70	1,879,009	(1,763,260)	(10,704)	$ (7,718)	0
Beginning balance (in shares) at Dec. 31, 2023	275,707					275,707
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares withheld for employee taxes on vested equity awards (in shares)	393,218
Net loss	$ (194,366)
Ending balance (in shares) at Jun. 30, 2024	697,663,854	698,057,072
Ending balance at Jun. 30, 2024	$ (72,152)	$ 70	1,905,871	(1,957,626)	(12,344)	$ (8,123)	0
Ending balance (in shares) at Jun. 30, 2024	393,218					393,218
Beginning balance (in shares) at Mar. 31, 2024		697,689,963
Beginning balance at Mar. 31, 2024	$ 936	$ 70	1,881,821	(1,860,653)	(12,246)	$ (8,056)	0
Beginning balance (in shares) at Mar. 31, 2024						368,471
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	5,332		5,332
Reclassification of equity awards	18,718		18,718
Issuance of Common Stock upon settlement of restricted stock units (in shares)		367,109
Shares withheld for employee taxes on vested equity awards (in shares)						24,747
Shares withheld for employee taxes on vested equity awards	(67)					$ (67)
Net loss	(96,973)			(96,973)
Other comprehensive income (loss)	$ (98)				(98)
Ending balance (in shares) at Jun. 30, 2024	697,663,854	698,057,072
Ending balance at Jun. 30, 2024	$ (72,152)	$ 70	$ 1,905,871	$ (1,957,626)	$ (12,344)	$ (8,123)	$ 0
Ending balance (in shares) at Jun. 30, 2024	393,218					393,218

v3.24.2.u1

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss	$ (194,366)	$ (261,459)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	30,988	29,568
Equity-based compensation	25,479	18,142
Payment in kind interest	20,501	0
Amortization (accretion) of deferred financing costs and debt discount	(1,328)	1,124
Change in fair value of warrant liability	98	(746)
Gain on sale of aircraft held for sale	(5,208)	(3,487)
Loss on extinguishment of debt	2,511	870
Impairment of goodwill	0	70,000
Other	4,653	1,519
Changes in assets and liabilities:
Accounts receivable	1,502	27,698
Parts and supplies inventories	2,635	5,637
Aircraft inventory	1,673	(2,008)
Prepaid expenses	20,204	(14,499)
Other non-current assets	17,473	(16,420)
Accounts payable	9,287	9,166
Accrued expenses	(14,232)	(32,393)
Deferred revenue	(21,378)	(248,358)
Other assets and liabilities	(1,275)	3,976
Net cash used in operating activities	(100,783)	(411,670)
Cash flows from investing activities
Purchases of property and equipment	(9,633)	(12,201)
Purchases of aircraft held for sale	(2,313)	(961)
Proceeds from sale of aircraft held for sale, net	37,856	24,981
Proceeds from sale of divested business, net	5,903	0
Capitalized software development costs	(7,825)	(12,924)
Other	105	194
Net cash provided (used in) by investing activities	24,093	(911)
Cash flows from financing activities
Purchase shares for treasury	(404)	0
Purchase of fractional shares	0	(3)
Repayments of long-term debt	(40,992)	(18,680)
Net cash used in financing activities	(41,396)	(18,683)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,175)	(540)
Net decrease in cash, cash equivalents and restricted cash	(119,261)	(431,804)
Cash, cash equivalents and restricted cash, beginning of period	292,825	620,153
Cash, cash equivalents and restricted cash, end of period	173,564	188,349
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 12,814	$ 16,097

v3.24.2.u1

SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Wheels Up Experience Inc. (“Wheels Up”, or “we”, “us”, “our” or the “Company”) is a leading provider of on-demand private aviation in the United States (“U.S.”) and one of the largest companies in the industry. Wheels Up offers a complete global private aviation solution with a large and diverse aircraft fleet, backed by an uncompromising commitment to safety and service. Our offering is delivered through a mix of our member programs and charter solutions that strategically utilize our owned and leased aircraft fleet and an “asset-light” charter model to deliver a greater range of global travel alternatives. In addition, our unique partnership with Delta Air Lines, Inc. (“Delta”) allows Wheels Up to offer a wide variety of aviation solutions across both private and premium commercial travel. Basis of Presentation The condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the financial information and footnotes required by GAAP for annual financial statements. As a result, this Quarterly Report on Form 10-Q (this “Quarterly Report”) should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 7, 2024. In the opinion of the Company’s management, the condensed consolidated financial statements in this Quarterly Report include all adjustments necessary for the fair presentation of the Company’s balance sheet as of June 30, 2024, and its results of operations, including its comprehensive loss and stockholders' equity for the three and six months ended June 30, 2024 and 2023. All adjustments are of a normal recurring nature. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for any subsequent period or for the fiscal year ending December 31, 2024. Immediately after the close of trading on the New York Stock Exchange (the “NYSE”) on June 7, 2023, the Company effected a reverse stock split of Wheels Up’s outstanding shares of Class A common stock, $0.0001 par value per share (“Common Stock”), at a reverse stock split ratio of 1-for-10 (the “Reverse Stock Split”). Accordingly, the presentation of all periods covered by the condensed consolidated financial statements contained herein have been adjusted to give retroactive effect to the Reverse Stock Split, as applicable, including adjustments to per share net loss and other per share of Common Stock amounts. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. We consolidate Wheels Up 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 12). All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates Preparing the condensed consolidated financial statements in conformity with 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. 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, the determination of the valuation allowance for deferred tax assets and the incremental borrowing rate for leases. Foreign Currency Translation Adjustments Assets and liabilities of foreign subsidiaries, where the functional currency is not the U.S. dollar, have been translated at period-end exchange rates and profit and loss accounts have been translated using weighted-average exchange rates. Adjustments resulting from currency translation have been recorded in the equity section of the condensed consolidated balance sheets and the condensed consolidated statements of other comprehensive loss as a cumulative translation adjustment. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. The amendments in ASU 2023-07 aim to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 will be effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 will be effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.

v3.24.2.u1

REVENUE RECOGNITION	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
REVENUE RECOGNITION	REVENUE RECOGNITION 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Services transferred at a point in time: Flights, net of discounts and incentives $ 163,684  $ 235,284  $ 314,613  $ 467,046  Aircraft management(1) 2,905  46,073  6,030  107,315  Other 13,257  28,138  38,916  59,945  Services transferred over time: Memberships 16,046  21,478  32,900  43,158  Aircraft management(1) 52  2,429  120  4,881  Other 341  1,660  807  4,529  Total Revenue $ 196,285  $ 335,062  $ 393,386  $ 686,874  (1) On September 30, 2023, we completed the sale of the aircraft management business. See Note 4. Contract Balances Accounts receivable, net consisted of the following (in thousands):   June 30, 2024 December 31, 2023 Gross receivables from members and customers $ 41,266  $ 43,970  Undeposited funds 1,181  2,131  Less: Allowance for credit losses (8,442) (7,864) Accounts receivable, net $ 34,005  $ 38,237  Deferred revenue consisted of the following (in thousands):   June 30, 2024 December 31, 2023 Flights - Prepaid Blocks $ 673,052  $ 686,413  Memberships - annual dues 27,576  33,890  Memberships - initiation fees 1,249  2,377  Flights - credits 751  1,366  Other 10  183  Deferred revenue - total 702,638  724,229  Less: Deferred revenue - current (702,174) (723,246) Deferred revenue - non-current $ 464  $ 983  Deferred revenue, non-current is presented within Other non-current liabilities on the condensed consolidated balance sheets. Changes in Deferred revenue for the six months ended June 30, 2024 were as follows (in thousands): Deferred revenue as of December 31, 2023 $ 724,229  Amounts deferred during the period 368,602  Revenue recognized from amounts included in the deferred revenue beginning balance (270,740) Revenue from current period sales (119,453) Deferred revenue as of June 30, 2024 $ 702,638  Revenue expected to be recognized in future periods for performance obligations that are unsatisfied, or partially unsatisfied, as of June 30, 2024 were as follows (in thousands): Remainder of 2024 $ 232,988  2025 310,552  2026 79,564  2027 79,534  Total Deferred revenue $ 702,638  Costs to Obtain a Contract Capitalized costs related to sales commissions and referral fees were $1.9 million and $3.9 million for the three and six months ended June 30, 2024, respectively, and $2.5 million and $4.1 million for the three and six months ended June 30, 2023, respectively. As of June 30, 2024 and December 31, 2023, capitalized sales commissions and referral fees of $4.9 million and $4.8 million, respectively, were included in Other current assets, and $0.3 million and $0.4 million, respectively, were included in Other non-current assets on the condensed consolidated balance sheets. Amortization expense related to capitalized sales commissions and referral fees included in sales and marketing expense in the condensed consolidated statements of operations was $2.1 million and $4.2 million for the three and six months ended June 30, 2024, respectively, and $3.1 million and $6.8 million for the three and six months ended June 30, 2023, respectively.

v3.24.2.u1

PROPERTY AND EQUIPMENT	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): June 30, 2024 December 31, 2023 Aircraft $ 411,326  $ 475,058  Software development costs 85,079  81,075  Leasehold improvements 24,089  22,899  Computer equipment 3,342  3,515  Buildings and improvements 1,424  1,424  Furniture and fixtures 4,570  4,618  Tooling 3,660  3,898  Vehicles 2,172  2,166  Total Property and equipment 535,662  594,653  Less: Accumulated depreciation and amortization (248,267) (256,939) Total Property and equipment, net $ 287,395  $ 337,714  Depreciation and amortization expense, excluding amortization expense related to software development costs, was $4.5 million and $10.8 million for the three and six months ended June 30, 2024, respectively, and $5.7 million and $11.9 million for the three and six months ended June 30, 2023, respectively. Amortization expense related to software development costs, included as part of Depreciation and amortization expense associated with property and equipment, was $6.3 million and $10.6 million for the three and six months ended June 30, 2024, and $4.0 million and $6.8 million for the three and six months ended June 30, 2023.

v3.24.2.u1

DIVESTITURES	6 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
DIVESTITURES	DIVESTITURE Divestiture of Aircraft Management Business On September 30, 2023 (the “Divestiture Closing Date”), Wheels Up Partners Holdings LLC, our direct subsidiary (“WUP”), pursuant to an equity purchase agreement (the “Purchase Agreement”) with Executive AirShare LLC, completed the sale of 100% of the issued and outstanding equity interests of Circadian Aviation LLC, our indirect subsidiary (“Circadian”). The Divestiture Closing Date fair value of the aggregate consideration transferred was $19.1 million and the Company recognized a loss on the sale of $3.0 million. The $19.1 million was comprised of $13.2 million of cash received on the Divestiture Closing Date, contingent consideration with a fair value of $4.8 million, an escrow receivable of $0.6 million and a non-contingent consideration receivable of $0.5 million. The fair value of the contingent consideration was deemed to be the approximate contract value as of the Divestiture Closing Date. Circadian was released from all guarantor obligations with respect to the Equipment Notes (as defined below) on the Divestiture Closing Date pursuant to certain debt release letters entered into concurrently with the Purchase Agreement. Concurrently with entering into the Purchase Agreement: (i) WUP entered into a transition services agreement with Circadian, pursuant to which WUP will provide Circadian certain specified services on a temporary basis; (ii) Wheels Up Partners LLC, our indirect subsidiary (“WUP LLC”), entered into a master operating agreement with Circadian, pursuant to which Circadian will conduct certain on-demand charter operations for certain of WUP LLC’s owned aircraft after the Divestiture Closing Date while such aircraft are transitioned from a U.S. Federal Aviation Administration (“FAA”) operating certificate held by Circadian to the Company’s subsidiaries, and WUP LLC will provide certain maintenance, pilots services, management and other related services for WUP LLC’s owned aircraft during the transition period; and (iii) certain of the Company’s subsidiaries entered into fleet management agreements with Circadian, pursuant to which Circadian will provide certain maintenance, pilots services, management and other related services for managed aircraft after the Divestiture Closing Date while they are transitioned from a FAA operating certificate held by the applicable Company subsidiary to Circadian. During the six months ended June 30, 2024, we received $3.4 million upon finalization of the working capital adjustment under the Purchase Agreement, recognized within gain on sale of assets, net in the condensed consolidated statement of operations.

v3.24.2.u1

GOODWILL AND INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	GOODWILL AND INTANGIBLE ASSETS Goodwill The following table presents Goodwill carrying values and the change in balance, by reporting unit, during the six months ended June 30, 2024 (in thousands): WUP Legacy(1) Air Partner Total Balance as of December 31, 2023(2) $ 136,098  $ 82,110  $ 218,208  Foreign currency translation adjustment —  (552) (552) Balance as of June 30, 2024 $ 136,098  $ 81,558  $ 217,656  (1)    As of June 30, 2024, the legacy Wheels Up reporting unit (“WUP Legacy”) had negative net assets (stockholders’ equity). (2)     Net of accumulated impairment losses of $306.2 million, all of which was recognized on the goodwill attributable to WUP Legacy. Intangible Assets The gross carrying value, accumulated amortization and net carrying value of Intangible assets consisted of the following (in thousands): June 30, 2024 Gross Carrying Value Accumulated Amortization Net Carrying Value Status $ 80,000  $ 34,367  $ 45,633  Customer relationships 89,121  40,310  48,811  Trade name 11,939  5,951  5,988  Developed technology 20,556  13,819  6,737  Leasehold interest - favorable 600  113  487  Foreign currency translation adjustment (677) (290) (387) Total $ 201,539  $ 94,270  $ 107,269  December 31, 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Status $ 80,000  $ 31,325  $ 48,675  Customer relationships 89,121  34,920  54,201  Trade name 11,939  5,402  6,537  Developed technology 20,556  12,329  8,227  Leasehold interest - favorable 600  102  498  Foreign currency translation adjustment (589) (217) (372) Total $ 201,627  $ 83,861  $ 117,766  Amortization expense of intangible assets was $5.2 million and $10.4 million for the three and six months ended June 30, 2024, respectively, and $5.9 million and $11.8 million for the three and six months ended June 30, 2023, respectively. Intangible Liabilities Associated with our acquisition of Delta Private Jets on January 17, 2020, we recognized intangible liabilities for the fair value of complimentary Wheels Up Connect Memberships provided to existing Delta SkyMiles 360® customers as of the acquisition date, as required under the Commercial Cooperation Agreement, dated as of January 17, 2020, by and among WUP, WUP LLC and Delta (as amended, the “Original CCA”). The gross carrying value, accumulated amortization and net carrying value of Intangible liabilities consisted of the following (in thousands): June 30, 2024 Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible liabilities $ 20,000  $ 8,561  $ 11,439  December 31, 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible liabilities $ 20,000  $ 7,798  $ 12,202  Amortization of Intangible liabilities, which reduces amortization expense, was $0.4 million and $0.8 million for the three and six months ended June 30, 2024, respectively, and $0.5 million and $1.0 million for the three and six months ended June 30, 2023, respectively. The current portion of Intangible liabilities is presented within Other current liabilities on the condensed consolidated balance sheets. Future amortization expense of Intangible assets and Intangible liabilities held as of June 30, 2024, were as follows (in thousands): Intangible Assets Intangible Liabilities Remainder of 2024 $ 10,302  $ 763  2025 20,307  1,525  2026 19,441  1,525  2027 14,885  1,525  2028 14,235  1,525  2029 and Thereafter 28,099  4,576  Total $ 107,269  $ 11,439

v3.24.2.u1

CASH EQUIVALENTS AND RESTRICTED CASH	6 Months Ended
	Jun. 30, 2024
Cash and Cash Equivalents [Abstract]
CASH EQUIVALENTS AND RESTRICTED CASH	CASH EQUIVALENTS AND RESTRICTED CASH 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 as follows (in thousands): June 30, 2024 December 31, 2023 Cash and cash equivalents $ 141,493  $ 263,909  Restricted cash 32,071  28,916  Total $ 173,564  $ 292,825  Cash Equivalents As of each of June 30, 2024 and December 31, 2023, cash equivalents on the condensed consolidated balance sheets were $0.1 million. Restricted Cash As of June 30, 2024 and December 31, 2023, Restricted cash included $6.2 million (as of each such date) held by financial institutions to establish standby letters of credit required by the lessors of certain corporate office space that we leased as of such dates, and $5.0 million and $3.4 million, respectively, held by financial institutions to collateralize against our credit card programs. The standby letters of credit expire on December 31, 2033 and June 30, 2034. The Restricted cash balances as of June 30, 2024 and December 31, 2023 also included $19.4 million and $17.9 million, respectively, related to funds held but unavailable for immediate use due to contractual restrictions. Restricted cash is presented within Other non-current assets on the condensed consolidated balance sheets.

v3.24.2.u1

LONG-TERM DEBT	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT The following table presents the components of Long-term debt, net (in thousands): Weighted Average Interest Rate June 30, 2024 December 31, 2023 Equipment Notes 12.0  % $ 176,398  $ 214,878  Term Loan 10.0  % 420,954  400,453  Total debt 597,352  615,331  Less: Total unamortized deferred financing costs and debt discount 357,588  356,259  Less: Current maturities of long-term debt 21,152  23,998  Long-term debt, net $ 218,612  $ 235,074  Maturities of principal debt payments for the next five years are as follows (in thousands): Maturities Remainder of 2024 $ 10,576  2025 37,051  2026 33,074  2027 27,602  2028 489,049  Total $ 597,352  2022-1 Equipment Notes On October 14, 2022, WUP LLC issued $270.0 million aggregate principal amount of 12% fixed rate equipment notes (collectively, the “Equipment Notes”) using an EETC (enhanced equipment trust certificate) loan structure. The Equipment Notes were issued for net proceeds (before transaction-related expense) of $259.2 million. The stated final expected distribution date of the Equipment Notes varies from July 15, 2025 to October 15, 2029 depending on the type of aircraft, subject to certain prepayment requirements under the Omnibus Amendment (as defined below) and WUP LLC’s ability to redeem Equipment Notes prior to maturity. The Equipment Notes bear interest at the rate of 12% per annum with annual amortization of the principal amount equal to 10% per annum and balloon payments due at each maturity date. The Equipment Notes were initially secured by first-priority liens on 134 of the Company’s owned aircraft fleet and by liens on certain intellectual property assets of the Company and certain of its subsidiaries (collectively, the “Equipment Note Collateral”). WUP LLC’s obligations under the Equipment Notes are guaranteed by the Company and certain of its subsidiaries. The Equipment Notes were sold pursuant to a Note Purchase Agreement, dated as of October 14, 2022 (the “Note Purchase Agreement”), and issued under separate Trust Indentures and Mortgages, dated as of October 14, 2022 (each, an “Indenture” and collectively, the “Indentures”). On September 20, 2023, the Company, WUP LLC, certain other subsidiaries of the Company that guaranteed and/or granted collateral to secure WUP LLC’s obligations under the Equipment Notes, Wilmington Trust, National Association, and the Equipment Note lenders entered into the Omnibus Amendment No. 1 (the “Omnibus Amendment”). The Omnibus Amendment provides for, among other things: (i) reducing the minimum liquidity covenant under the guarantee agreement related to the Equipment Notes (as amended, the “Guarantee”) with respect to the Company and its subsidiaries from $125.0 million of minimum aggregate available cash and Cash Equivalents (as defined in the Note Purchase Agreement) as of the end of each fiscal quarter to $75.0 million on any date, inclusive of $20.0 million held as a deposit for the benefit of the Equipment Note lenders and presented in Other non-current assets on our condensed consolidated balance sheets as of each of June 30, 2024 and December 31, 2023 (the “Equipment Notes Liquidity Covenant”); (ii) permitting the execution of the Credit Agreement (as defined below); (iii) the consent of the Equipment Note lenders that will allow the Company to effect a sale of certain guarantors under the Guarantee; (iv) that if a prepayment under the Term Loan (as defined below) results in the weighted average life of the Term Loan being shorter than that of the Equipment Notes, a redemption of a portion of the Equipment Notes is required; and (v) that if an Equipment Note has a maturity date on or after the maturity of the Term Loan, all obligations under such Equipment Note will be due 90 days prior to the maturity of the Term Loan. The Note Purchase Agreement, the Indentures and the Guarantee, as each was amended by the Omnibus Amendment, contain certain covenants, including the Equipment Note Liquidity Covenant, a covenant that limits the maximum loan to appraised value ratio of all aircraft financed, subject to certain cure rights of the Company, and restrictive covenants that provide limitations under certain circumstances on, among other things: (i) making certain acquisitions, mergers or disposals of its assets; (ii) making certain investments or entering into certain transactions with affiliates; (iii) prepaying, redeeming or repurchasing the Equipment Notes, subject to certain exceptions; and (iv) paying dividends and making certain other specified restricted payments. Each Indenture contains customary events of default for Equipment Notes of this type, including cross-default provisions among the Equipment Notes and the Term Loan and Revolving Credit Facility (as each term is defined below). WUP LLC’s obligations under the Equipment Notes are guaranteed by the Company and certain of its subsidiaries. WUP LLC is also obligated to cause additional subsidiaries and affiliates of WUP LLC to become guarantors under certain circumstances. The Equipment Notes issued with respect to each aircraft are cross-collateralized by the other aircraft for which Equipment Notes were issued under the Indentures. The maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default under the Note Purchase Agreement and each Indenture and the related guarantees. As of June 30, 2024, we were in compliance with the covenants under the Note Purchase Agreement, each Indenture and the Guarantee. Interest and principal payments on the Equipment Notes began on January 15, 2023 and are payable quarterly on each January 15, April 15, July 15 and October 15. During the six months ended June 30, 2024, the Company redeemed in-full the Equipment Notes for 14 aircraft, which reduced the aggregate principal amount outstanding under the Equipment Notes by $26.9 million. As of June 30, 2024, the carrying value of the 108 aircraft that were subject to first-priority liens under the Equipment Notes was $259.4 million. Amortization expense for debt discounts and deferred financing costs of $2.2 million and $2.7 million was recorded in interest expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2024, respectively, and $0.9 million and $1.8 million was recorded in interest expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2023, respectively. Term Loan and Revolving Credit Facility On September 20, 2023 (the “Credit Agreement Closing Date”), the Company entered into the Credit Agreement (the “Original Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company as guarantors (collectively with the Company, the “Loan Parties”), Delta, CK Wheels LLC (“CK Wheels”), and Cox Investment Holdings, Inc. (collectively with Delta and CK Wheels, the “Initial Lenders”), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders (as defined below) and as collateral agent for the secured parties (the “Agent”), pursuant to which (i) the Initial Lenders provided a term loan facility (the “Initial Term Loan”) in the aggregate original principal amount of $350.0 million and (ii) Delta provided commitments for a revolving loan facility (the “Revolving Credit Facility”) in the aggregate original principal amount of $100.0 million. On September 20, 2023, the Company issued the Initial Term Loan of $350.0 million to the Initial Lenders for net proceeds (before transaction-related expense) of $343.0 million. On November 15, 2023 (the “Final Closing Date”), the Company entered into Amendment No. 1 to Credit Agreement (the “Credit Agreement Amendment” and together with the Original Credit Agreement, the “Credit Agreement”), by and among the Company, as borrower, the other Loan Parties party thereto, as guarantors, the Initial Lenders, each of Whitebox Multi-Strategy Partners, LP, Whitebox Relative Value Partners, LP, Pandora Select Partners, LP, Whitebox GT Fund, LP and Kore Fund Ltd (collectively, the “Incremental Term Lenders” and together with the Initial Lenders, the “Lenders”), and the Agent, pursuant to which, among other things, the Incremental Term Lenders joined the Credit Agreement and provided an additional term loan facility (the “Incremental Term Loan” and together with the Initial Term Loan, the “Term Loan”) in the aggregate original principal amount of $40.0 million. On the Final Closing Date, the Company issued the Incremental Term Loan of $40.0 million to the Incremental Term Lenders for net proceeds (before transaction-related expense) of $39.2 million. Upon the closing of the Incremental Term Loan, the loans under the Credit Agreement consisted of (i) the Term Loan in the aggregate principal amount of $390.0 million and (ii) the Revolving Credit Facility in the aggregate original principal amount of $100.0 million. The scheduled maturity date for the Term Loan is September 20, 2028, and the scheduled maturity date for the Revolving Credit Facility is the earlier of September 20, 2028 and the first date after September 20, 2025 on which all amounts owed with respect to borrowings under the Revolving Credit Facility have been repaid, subject in each case to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an event of default. Interest on the Term Loan and any borrowings under the Revolving Credit Facility (each, a “Loan” and collectively, the “Loans”) accrues at a rate of 10% per annum on the unpaid principal balance of the Loans then outstanding. Accrued interest on each Loan is payable in kind as compounded interest and capitalized to the principal amount of the applicable Loan on the last day of each of March, June, September and December, and the applicable maturity date. If in the future the Company or its subsidiaries either redeem in full the outstanding Equipment Notes or commence payoff at maturity thereof, the Company may elect to make interest payments (or some portion thereof) on any Loans then outstanding in cash. Also, upon the occurrence and during the continuance of an event of default under the Credit Agreement, (i) interest will accrue on the unpaid principal balance of the Loans at the rate then applicable to such Loans plus 2% and (ii) interest will accrue on all other outstanding liabilities, interest, expenses, fees and other sums under the Credit Agreement, at a rate equal to the Alternate Base Rate (as defined in the Credit Agreement) plus 2% per annum. The Credit Agreement also contains certain covenants and events of default, in each case customary for transactions of this type. The obligations under the Credit Agreement are secured by a first-priority lien on unencumbered assets of the Loan Parties (excluding certain accounts, including any segregated account exclusively holding customer deposits, and other assets specified in the Credit Agreement), as well as a junior lien on the Equipment Note Collateral. The Credit Agreement is guaranteed by all U.S. and certain non-U.S. direct and indirect subsidiaries of the Company. In the future, the Company may be required to add any new or after-acquired subsidiaries of the Company that meet certain criteria as guarantors. As of June 30, 2024, we were in compliance with the covenants under the Credit Agreement and related credit documents. In connection with the funding of the Initial Term Loan, the Company entered into the Investment and Investor Rights Agreement, dated as of the Credit Agreement Closing Date (the “Original Investor Rights Agreement”), by and among the Company and the Initial Lenders. Pursuant to the Original Investor Rights Agreement, the Company issued to the Initial Lenders 141,313,671 shares in the aggregate (the “Initial Shares”) of Common Stock in a private placement (the “Initial Issuance”) on the Credit Agreement Closing Date. In addition, the Company agreed to issue an additional 529,926,270 shares in the aggregate (the “Deferred Shares” and, together with the Initial Shares, the “Investor Shares”) of Common Stock (the “Deferred Issuance” and together with the Initial Issuance, the “Investor Issuances”). On November 9, 2023, the Company’s stockholders approved, at a special meeting of the Company’s stockholders (the “2023 Special Meeting”), the Amended and Restated Certificate of Incorporation of Wheels Up, filed with the Secretary of State of the State of Delaware on November 15, 2023 (the “Amended and Restated Certificate of Incorporation”), which, among other things, increased the number of shares of Common Stock available for issuance thereunder. In connection with the transactions contemplated by the Credit Agreement Amendment, the Company entered into Amendment No. 1 to Investment and Investor Rights Agreement, dated as of the Final Closing Date (the “Investor Rights Agreement Amendment” and together with the Original Investor Rights Agreement, the “Investor Rights Agreement”), with each Initial Lender, which contained, among others, certain revisions to reflect the issuance of the Deferred Shares. Substantially concurrently with entering into the Investor Rights Agreement Amendment, on the Final Closing Date, the Company and Initial Lenders entered into joinders to the Investor Rights Agreement (collectively, the “Investor Rights Agreement Joinders”) with each Incremental Term Lender (or its applicable affiliate), pursuant to which each Incremental Term Lender (or its applicable affiliate) joined the Investor Rights Agreement and assumed the rights and obligations of an Additional Investor (as defined in the Investor Rights Agreement) thereunder, including the right to receive a pro rata portion of the Investor Shares. The Company issued the Deferred Shares to the Lenders on the Final Closing Date in a private placement. The Investor Shares were issued in private placements such that after the Investor Issuances, each Lender was issued a number of shares equal to its pro rata portion of the Investor Shares based on its participation in the Term Loan. The Investor Rights Agreement also contains certain other terms and conditions related to the Lenders’ ownership of Common Stock, including, among other things, that the Initial Lenders have the right to designate certain members of the Company’s Board of Directors depending on the level of Common Stock ownership and certain transfer restrictions and liquidity rights. In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, the Company determined that the Term Loan, Initial Issuance and Deferred Issuance did not contain any features that would qualify as a derivative or embedded derivative and require bifurcation. In addition, the Company determined the Initial Issuance and Deferred Issuance should be classified as equity. In accordance with ASC 470, Debt, the allocation on a relative fair value basis resulted in gross amounts recorded of $44.9 million for the Initial Term Loan, $64.2 million for the Initial Issuance and $240.9 million for the Deferred Issuance, in each case during the year ended December 31, 2023. In accordance with ASC 815, Derivatives and Hedging, the Company determined the reallocation of the Deferred Issuance between the Lenders in connection with the Credit Agreement Amendment and Investor Rights Agreement Joinders that resulted in a pro rata portion of the Investor Shares being issued to the Incremental Term Lenders on the Final Closing Date represented a modification of a freestanding equity-classified written call option and the modification is to be recognized as if cash had been paid as consideration for the shares of Common Stock issued to the Incremental Term Lenders (collectively, the “Reallocated Shares”). Accordingly, the Reallocated Shares were treated as a debt discount in accordance with the guidance in ASC 835, Interest, and the value of the Incremental Term Loan and the Reallocated Shares was apportioned using a relative fair value allocation. The allocation on a fair value basis resulted in gross amounts recorded of $9.4 million for the Incremental Term Loan and $30.6 million for the Reallocated Shares during the three months ended December 31, 2023. Aggregate issuance costs of $29.5 million were incurred in connection with the Original Credit Agreement, Credit Agreement Amendment, Original Investor Rights Agreement and Investor Rights Agreement Amendment. The deferred issuance costs were allocated on a relative fair value basis, resulting in an allocation of $4.1 million in the aggregate for the Term Loan and $25.4 million in the aggregate for the Investor Issuances. The initial carrying value of the Term Loan was $41.4 million as of September 20, 2023, which reflected the $3.4 million of unamortized debt issuance costs and $305.2 million of unamortized debt discount. The initial carrying value of the Incremental Term Loan was $8.7 million as of November 15, 2023, which reflected $0.7 million of unamortized debt issuance costs and $30.6 million of unamortized debt discount. Accretion of debt discounts and deferred issuance costs associated with the Term Loan of $(1.7) million and $(4.1) million were recorded in Interest expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2024, respectively.

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FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2024
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 consisted of the following (in thousands): June 30, 2024 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 93  $ —  $ —  93  Total assets $ 93  $ —  $ —  $ 93  Liabilities: Warrant liability - Public Warrants $ —  $ 70  $ —  $ 70  Warrant liability - Private Warrants —  40  —  40  Equipment Notes —  —  229,635  229,635  Term Loan $ —  $ —  297,800  $ 297,800  Total liabilities $ —  $ 110  $ 527,435  $ 527,545  December 31, 2023 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 94  $ —  $ —  $ 94  Total assets $ 94  $ —  $ —  $ 94  Liabilities: Warrant liability - Public Warrants $ 7  $ —  $ —  $ 7  Warrant liability - Private Warrants —  5  —  5  Equipment Notes —  —  256,256  256,256  Term Loan —  —  297,800  297,800  Total liabilities $ 7  $ 5  $ 554,056  $ 554,068  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 (as defined below) were accounted for as a liability in accordance with ASC 815-40. 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 each of June 30, 2024 and December 31, 2023, we used Level 2 inputs for the Warrants. We valued the Warrants using a Monte Carlo simulation model to reflect the redemption conditions. See Note 11 for additional information about the Warrants. The following table presents the changes in the fair value of the warrant liability (in thousands): Public Warrants Private Warrants Total Warrant Liability Fair value as of December 31, 2023 $ 7  $ 5  $ 12  Change in fair value of warrant liability 63  35  98  Fair value as of June 30, 2024 $ 70  $ 40  $ 110  The estimated fair value of the Equipment Notes is categorized as a Level 3 valuation. We considered the appraised value of aircraft subject to first-priority liens under the Equipment Notes, as sourced during the third quarter of 2023 and as required under the Equipment Notes, to determine the fair value of the Equipment Notes as of June 30, 2024. The estimated fair value of the Term Loan is categorized as a Level 3 valuation. The estimated fair value as of the issuance date was principally based on inputs such as estimated credit risk, recently completed transactions and estimates based on interest rates, maturities, credit risk and underlying collateral. We considered the relatively short time period between the issuance of the Term Loan and the measurement date of June 30, 2024, in order to determine the fair value of the Term Loan as of June 30, 2024.

v3.24.2.u1

LEASES	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
LEASES	LEASES Leases primarily pertain to certain controlled aircraft and our operational facilities, including aircraft hangars, our corporate headquarters located in the Atlanta, Georgia area and our corporate office in New York, New York, which are all accounted for as operating leases. We sublease an aircraft hangar at Cincinnati/Northern Kentucky International Airport from Delta. Certain of these operating leases have renewal options to further extend for additional time periods at our discretion. 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 are not included in the right-of-use asset and lease liability balances but rather are expensed as incurred. The components of net lease cost were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease costs $ 7,509  $ 9,641  $ 15,049  $ 21,335  Short-term lease costs 173  2,151  386  4,637  Variable lease costs 5,826  8,666  10,139  14,499  Total lease costs $ 13,508  $ 20,458  $ 25,574  $ 40,471  Sublease income was not material for any of the three and six month periods ended June 30, 2024 and 2023. Lease costs related to leased aircraft and operational facilities are included in Cost of revenue in the condensed consolidated statements of operations. Lease costs related to our leased corporate headquarters and other office space, including expenses for non-lease components, are allocated within the condensed consolidated statements of operations based on employee headcount. Sublease income is presented in General and administrative expense in the condensed consolidated statements of operations. Supplemental cash flow information related to operating leases were as follows (in thousands): Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows paid for operating leases $ 15,604  $ 18,621  Right-of-use assets obtained in exchange for operating lease obligations $ 3,017  $ 5,454  Supplemental balance sheet information related to leases were as follows: June 30, 2024 December 31, 2023 Weighted-average remaining lease term (in years): Operating leases 6.9 6.7 Weighted-average discount rate: Operating leases 9.4  % 9.2  % Maturities of lease liabilities, as of June 30, 2024, were as follows (in thousands): Year ending December 31, Operating Leases 2024 (remaining) $ 14,409  2025 18,573  2026 11,107  2027 8,022  2028 6,803  2029 and Thereafter 36,609  Total lease payments 95,523  Less: Imputed interest (26,812) Total lease obligations $ 68,711

v3.24.2.u1

STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION	STOCKHOLDERS’ EQUITY AND EQUITY-BASED COMPENSATION Stockholders’ Equity Pursuant to the Amended and Restated Certificate of Incorporation, we are authorized to issue 1,525,000,000 shares, consisting of (i) 1,500,000,000 shares of Common Stock and (ii) 25,000,000 shares of preferred stock. Holders of Common Stock are entitled to one vote per share; provided, that by agreement (i) certain Incremental Term Lenders that are not “citizens of the United States” (as defined in 49 USC § 40102(a)(15)(C)) (collectively, the “Non-Citizen Investors”), may be afforded collective voting rights equal to 1% of all shares of Common Stock entitled to vote at a meeting of the Company’s stockholders; (ii) for so long as such Non-Citizen Investors collectively hold such shares of Common Stock, the shares of Common Stock held by CK Wheels in excess of 23.9% of all shares of Common stock entitled to vote at a meeting of the Company’s stockholders, will not have voting rights (subject to ratable adjustment if the Non-Citizen Investors cease to own (beneficially or of record) a certain number of shares of Common Stock); and (iii) any shares owned by Delta above 29.9% will be neutral shares with respect to voting rights, will be voted in proportion to all other votes cast (“for”, “against” or “abstain”) by stockholders other than Delta at a meeting of the Company’s stockholders. Equity-Based Compensation The Company’s outstanding equity-based compensation awards to its directors, executive officers, employees and other eligible personnel have been made pursuant to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated effective April 1, 2023 (as amended by the LTIP Amendment (as defined herein), the “Amended and Restated 2021 LTIP”), the Wheels Up Experience Inc. 2022 Inducement Grant Plan, dated June 30, 2022 (the “2022 Inducement Grant Plan”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of November 30, 2023, granted to George Mattson (the “CEO Performance Award”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of March 3, 2024, granted to Todd Smith (the “CFO Performance Award”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of May 20, 2024, granted to David Harvey (the “CCO Performance Award” and, collectively with the CEO Performance Award and CFO Performance Award, the “Executive Performance Awards”), nine equity-based compensation plans that were approved by the board of directors of WUP (collectively, the “WUP Management Incentive Plan”) prior to the business combination consummated on July 13, 2021 (the “Business Combination Closing Date”) between WUP and Aspirational Consumer Lifestyle Corp. (“Aspirational”), a blank check company (the “Business Combination’), and the Wheels Up Partners Holdings LLC Option Plan (the “WUP Option Plan”), which was approved by the board of directors of WUP prior to the Business Combination. Additional details about these equity-based compensation arrangements are below. WUP Management Incentive Plan In March 2014, the WUP Management Incentive Plan was established, which provided for the issuance of WUP profits interests, restricted or unrestricted, to employees, consultants and other qualified persons. Following the consummation of the Business Combination, no new grants can be made under the WUP Management Incentive Plan. As of June 30, 2024, an aggregate of 3.1 million WUP profits interests have been authorized and issued under the WUP Management Incentive Plan. Vested WUP profits interests are eligible to be exchanged into shares of Common Stock before July 13, 2031. Amounts of WUP profits interests reported in the tables below represent the maximum number of WUP profits interests outstanding or that could be realized upon vesting and immediately exchanged for the maximum number of shares of Common Stock. The actual number of shares of Common Stock received upon exchange of such WUP profits interests will depend on the trading price per share of Common Stock at the time of such exchange. The following table summarizes the WUP profits interests activity under the WUP Management Incentive Plan as of June 30, 2024:   Number of WUP Profits Interests Weighted-Average Grant Date Fair Value   (in thousands) Outstanding WUP profits interests as of January 1, 2024 2,881  $ 4.16  Granted —  —  Exchanged —  —  Expired/forfeited —  —  Outstanding WUP profits interests as of June 30, 2024 2,881  $ 4.16  The weighted-average remaining contractual term as of June 30, 2024, for WUP profits interests outstanding was approximately 7.0 years. All WUP profits interests were vested as of December 31, 2023. WUP Option Plan In December 2016, the WUP Option Plan was established, which provided for the issuance of stock options to purchase WUP common interests at an exercise price based on the fair market value of the interests on the date of grant. Generally, WUP stock options granted vest over a four-year service period and expire on the tenth anniversary of the grant date. As of June 30, 2024, the number of WUP stock options authorized and issued in the aggregate under the WUP Option Plan was 1.8 million. Each outstanding WUP stock option is exercisable for one share of Common Stock. The following table summarizes the activity under the WUP Option Plan as of June 30, 2024: Number of WUP Stock Options Weighted- Average Exercise Price Weighted-Average Grant Date Fair Value (in thousands) Outstanding WUP stock options as of January 1, 2024 1,129  $ 75.45  $ 12.64  Granted —  —  —  Exercised —  —  —  Forfeited (124) 74.58  9.92  Expired —  —  —  Outstanding WUP stock options as of June 30, 2024 1,005  $ 75.56  $ 12.97  Exercisable WUP stock options as of June 30, 2024 1,005  $ 75.56  $ 12.97  The aggregate intrinsic value as of June 30, 2024, for WUP stock options that were outstanding and exercisable was nil. The weighted-average remaining contractual term as of June 30, 2024, for WUP stock options that were outstanding and exercisable was approximately 5.0 years. All WUP stock options were vested as of December 31, 2023. Amended and Restated 2021 LTIP & 2022 Inducement Grant Plan In connection with the Business Combination, the Wheels Up Board of Directors (the “Board”) and stockholders of Wheels Up adopted the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “Original 2021 LTIP”), for employees, consultants and other qualified persons. Following approval by the Board, (i) at the 2023 annual meeting of the Company’s stockholders, the Company’s stockholders approved the Amended and Restated 2021 LTIP to increase the aggregate number of shares of Common Stock available for awards made thereunder by 2,415,000 shares and amend certain other plan provisions, and (ii) at the 2024 annual meeting of the Company’s stockholders (the “2024 Annual Meeting”), the Company’s stockholders approved Amendment No. 1 to the Amended and Restated 2021 LTIP (the “LTIP Amendment”), to increase the aggregate number of shares of Common Stock available for awards made under the Amended and Restated 2021 LTIP by 25,000,000 shares and extend the termination date of such plan to April 15, 2034. The Amended and Restated 2021 LTIP provides for the grant of incentive options, nonstatutory options, restricted stock, restricted stock units (“RSUs”), including performance-based RSUs (“PSUs”), rights, other stock-based awards, performance awards, cash awards or any combination of the foregoing. As of June 30, 2024, an aggregate of 30.1 million shares were authorized for issuance under the Amended and Restated 2021 LTIP. On June 30, 2022, the Board adopted the 2022 Inducement Grant Plan to be used for a one-time employment inducement grant, pursuant to NYSE Rule 303A.08, for Todd Smith, in connection with his appointment as Chief Financial Officer. The maximum number of awards that could be granted under the 2022 Inducement Grant Plan were 205,128 shares of Common Stock, which were all granted in the form of RSUs to Mr. Smith on July 1, 2022. RSU awards granted under the 2022 Inducement Grant Plan contain generally the same terms as other awards granted under the Original 2021 LTIP during the fiscal year ended December 31, 2022. Due to such similarities, the RSUs granted under the 2022 Inducement Grant Plan are consolidated in the discussion of RSUs below. Restricted Stock Units RSUs granted under the Amended and Restated 2021 LTIP and 2022 Inducement Grant Plan generally vest at intervals up to a four-year service period, subject to the grantee’s continued service to the Company through the applicable vesting date. The following table summarizes the activity under the Amended and Restated 2021 LTIP related to RSUs as of June 30, 2024: Number of RSUs(1) Weighted-Average Grant Date Fair Value (in thousands) Non-vested RSUs as of January 1, 2024 1,848  $ 9.35  Granted 4,408  2.99  Vested (893) 5.78  Forfeited (455) 6.07  Non-vested RSUs as of June 30, 2024 4,908  $ 4.59  (1)    The number of RSUs and weighted-average grant date fair value include 205,128 RSUs granted under the 2022 Inducement Grant Plan in July 2022, of which 136,752 RSUs vested as of January 1, 2024 and the remaining 68,376 RSUs are scheduled to vest on December 30, 2024, subject to the grantee’s continued service through such vesting date. The total unrecognized compensation cost related to non-vested RSUs was $16.5 million as of June 30, 2024 and is expected to be recognized over a weighted-average period of 2.6 years. Performance-Based Restricted Stock Units Under the terms of the PSUs granted to certain employees under the Amended and Restated 2021 LTIP, upon the achievement of certain pre-determined performance objectives, each PSU may settle into shares of our Common Stock. The PSUs will vest, if at all, upon the actual achievement of the related performance objectives, subject to specified change of control exceptions and the grantee’s continued service to the Company through the applicable vesting date. The following table summarizes the activity under the Amended and Restated 2021 LTIP related to PSUs as of June 30, 2024: Number of PSUs Weighted-Average Grant Date Fair Value (in thousands) Non-vested PSUs as of January 1, 2024 18  $ 2.89  Granted 482  3.07  Vested —  —  Forfeited (34) 3.07  Non-vested PSUs as of June 30, 2024 466  $ 3.06  Compensation expense associated with PSUs is recognized over the vesting period of the awards that are ultimately expected to vest when the achievement of the related performance objectives becomes probable. As of June 30, 2024, the achievement of the performance objectives associated with certain non-vested PSUs was deemed not probable of being achieved and no expense has been recognized associated with those awards. The total unrecognized compensation cost related to non-vested PSUs deemed probable of being achieved was $1.3 million as of June 30, 2024 and is expected to be recognized over a weighted-average period of 2.3 years. Wheels Up Stock Options Wheels Up stock options granted under the Amended and Restated 2021 LTIP vest quarterly over a three-year service period and expire on the tenth anniversary of the grant date. The following table summarizes the activity under the Amended and Restated 2021 LTIP related to Wheels Up stock options as of June 30, 2024: Number of Wheels Up Stock Options Weighted- Average Exercise Price Weighted-Average Grant Date Fair Value (in thousands) Outstanding Wheels Up stock options as of January 1, 2024 77  $ 100.00  $ 47.52  Granted —  —  —  Exercised —  —  —  Forfeited —  —  —  Expired —  —  —  Outstanding Wheels Up stock options as of June 30, 2024 77  $ 100.00  $ 47.52  Exercisable Wheels Up stock options as of June 30, 2024 77  $ 100.00  $ 47.52  The aggregate intrinsic value as of June 30, 2024, for Wheels Up stock options that were outstanding and exercisable was nil. The weighted-average remaining contractual term as of June 30, 2024, for Wheels Up stock options that were outstanding and exercisable was approximately 3.4 years. Executive Performance Awards The Compensation Committee of the Board approved the CEO Performance Award granted to George Mattson, the Company’s Chief Executive Officer, CFO Performance Award granted to Todd Smith, the Company’s Chief Financial Officer, and CCO Performance Award granted to David Harvey, the Company’s Chief Commercial Officer, on November 30, 2023, March 3, 2024 and May 20, 2024, respectively. Except as set forth in Section III.A of the Amended and Restated 2021 LTIP, the Executive Performance Awards incorporate the terms of the Amended and Restated 2021 LTIP, as it may be amended from time-to-time. Each Executive Performance Award is intended to constitute a standalone equity incentive plan and any shares of Common Stock issued under such awards will not be issued under, or count against the number of shares of Common Stock reserved pursuant to, any of the Company’s other equity-based compensation plans or awards. The issuance of any shares under the Executive Performance Awards upon vesting is contingent upon receipt of the approval of each award by the Company’s stockholders. At the 2024 Annual Meeting, the Company’s stockholders approved each of the CEO Performance Award and CFO Performance Award, as well as the potential issuance of up to 73.0 million and 20.0 million shares of Common Stock, respectively, thereunder, subject to the satisfaction of the applicable performance- and service-based vesting conditions under such Executive Performance Awards, if at all. The Company currently intends to obtain approval of the CCO Performance Award by the Company’s stockholders at a future meeting of the Company’s stockholders or by written consent of the Company’s stockholders. If on any Determination Date (as defined below) there is not a sufficient amount of shares authorized by the Company's stockholders to deliver the number of shares due under the Executive Performance Awards or any such Executive Performance Award has not been approved by the Company’s stockholders, then upon vesting, if at all, any amounts payable under any such Executive Performance Award will not be paid in the form of the issuance of new shares of Common Stock and instead will be payable in cash. The Executive Performance Awards are one-time performance awards granted to our Chief Executive Officer, Chief Financial Officer and Chief Commercial Officer in lieu of future annual equity compensation grants and are intended to provide each of them with the opportunity to share in the long-term growth of the value of the Company. The Executive Performance Awards consist of a contingent right to receive a number of newly issued shares of Common Stock upon: (i) repayment of the Company’s borrowings under the $390.0 million Term Loan, if at all; and (ii) satisfaction of service-based vesting conditions, which provide that 25% of each Executive Performance Award will be eligible to vest on each of September 20, 2024, 2025, 2026 and 2027, so long as such officer remains employed with the Company as of such dates. A “Repayment Event” includes certain refinancings of the Term Loan on or before September 20, 2028, the scheduled maturity date of the Term Loan. Subject to the satisfaction of the applicable performance- and service-based vesting conditions described above, the number of shares of Common Stock that may vest and be issued under any Executive Performance Award will first be determined on December 31st of the year in which a Repayment Event occurs, and then on December 31st of each subsequent year (each such date, a “Determination Date”) until December 31, 2028 (the “Final Determination Date”). At any Determination Date following a Repayment Event, the number of shares of Common Stock issuable under any Executive Performance Award in connection with such Determination Date, if any, will be determined using the then applicable percentage associated with the service-based vesting condition (the “Service Vested Percentage”). The number of shares of Common Stock subject to vesting and issuance, if any, under any Executive Performance Award on each Determination Date following a Repayment Event is based on a formula that aligns the number of shares of Common Stock issuable under such Executive Performance Award with the repayment or refinancing of the Term Loan and Revolving Credit Facility, the then applicable dollar value of the shares of Common Stock issued to the Lenders under the Investor Rights Agreement and the volume weighted average price per share of Common Stock during the 60 trading day period prior to the applicable Determination Date. The number of shares of Common Stock, if any, issuable under the Executive Performance Awards will vary depending on, among other things: (i) the occurrence and timing of a Repayment Event; (ii) the Lenders’ Total Investor Return (as defined in the Executive Performance Awards) as a multiple of the aggregate principal amount of the Term Loan and any borrowings under the Revolving Credit Facility as of the applicable Determination Date, if any; and (iii) the Service Vested Percentage as of the applicable Determination Date. There can be no assurance that the performance- and service-based vesting conditions under the Executive Performance Awards will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or cash payments pursuant to the Executive Performance Awards. As of June 30, 2024, the performance-based vesting conditions for the Executive Performance Awards were not met and no shares had vested. As of June 30, 2024, the achievement of the related performance objective was deemed probable of being achieved on September 20, 2028, the scheduled maturity date of the Term Loan. The grant-date fair value of the CCO Performance Award as of May 20, 2024, using a Monte Carlo simulation model, was $43.9 million. The derived service periods for Executive Performance Awards, which began on the respective grant dates, were: (i) for the CEO Performance Award, 5.2 years; (ii) for the CFO Performance Award, 4.9 years; and (iii) for the CCO Performance Award, 4.7 years. The total unrecognized compensation cost related to the Executive Performance Awards was $221.6 million as of June 30, 2024 and is expected to be recognized over 4.5 years. As of June 30, 2024, the carrying amount of the CEO Performance Award and CFO Performance Award were classified as equity in the condensed consolidated balance sheet under Additional paid-in capital; however, since we have not obtained authorization from the Company’s stockholders for the issuance of any shares of Common Stock to satisfy settlement of the CCO Performance Award, the carrying amount of such award has been classified as mezzanine equity in the condensed consolidated balance sheet under Contingent performance awards. Fair Value Estimates We estimated fair value to measure compensation cost of the Executive Performance Awards on the date of grant using techniques that are considered to be consistent with the objective of measuring fair value. In selecting the appropriate technique, management considered, among other factors, the nature of the instrument, the market risks that it embodies, and the expected means of settlement. Estimating fair values of the Executive Performance Award requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external factors. In addition, option-pricing models are highly volatile and sensitive to changes. The following table summarizes the significant assumptions used to estimate the fair value on the date of grant: 2024(1) 2023(2) Expected term (in years) 4.7 - 4.9 5.2 Volatility 65% - 70% 60  % Risk-free rate 4.1% - 4.4% 4.3  % Expected dividend rate 0% - 0% 0  % (1) Assumptions used in the Monte Carlo simulation related to the CFO Performance Award, which was granted on March 3, 2024, and the CCO Performance Award, which was granted on May 20, 2024. (2) Assumptions used in the Monte Carlo simulation related to the CEO Performance Award, which was granted on November 30, 2023. Equity-Based Compensation Expense Compensation expense for WUP profits interests recognized in the condensed consolidated statements of operations was nil for each of the three months ended June 30, 2024 and 2023, and nil and $0.1 million for the six months ended June 30, 2024 and 2023, respectively. Compensation expense for WUP stock options under the WUP Option Plan and Wheels Up stock options under the Amended and Restated 2021 LTIP recognized in the condensed consolidated statements of operations was nil and $0.4 million for the three months ended June 30, 2024 and 2023, respectively, and nil and $0.9 million for the six months ended June 30, 2024 and 2023, respectively. Compensation expense for RSUs and PSUs recognized in the condensed consolidated statements of operations was $3.1 million and $6.2 million for the three months ended June 30, 2024 and 2023, respectively, and $6.3 million and $11.9 million for the six months ended June 30, 2024 and 2023, respectively. Compensation expense for the Executive Performance Awards recognized in the condensed consolidated statements of operations was $11.1 million and nil for the three months ended June 30, 2024 and 2023, respectively, and $19.1 million and nil for the six months ended June 30, 2024 and 2023, respectively. The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cost of revenue $ 816  $ 1,092  $ 1,562  $ 2,271  Technology and development 353  673  636  1,157  Sales and marketing 132  641  267  1,341  General and administrative 12,967  4,198  23,014  13,373  Total equity-based compensation expense $ 14,268  $ 6,604  $ 25,479  $ 18,142  Earnout Shares As part of the Business Combination, existing holders of WUP equity, including certain holders of WUP profits interests and restricted interests under the WUP Management Incentive Plan, but excluding holders of WUP stock options, have the right to receive up to 0.9 million additional shares of Common Stock (the “Earnout Shares”) that will vest, if at all, upon the achievement of separate market conditions. One-third of the Earnout Shares will meet the market conditions when the closing Common Stock price is greater than or equal to $125.00 for any 20 trading days within a period of 30 consecutive trading days on or before July 13, 2026. An additional one-third will vest when the Common Stock is greater than or equal to $150.00 over the same measurement period. The final one-third will vest when the Common Stock is greater than or equal to $175.00 over the same measurement period. Earnout Shares are attributable to vested WUP profits interests and restricted interests as of the date each of the Earnout Share market conditions are met. No Earnout Shares have been issued as of June 30, 2024. 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. The derived service period began on the Business Combination Closing Date and had a weighted-average period of 1.7 years. Based on the Common Stock trading price, the market conditions were not met, and no Earnout Shares vested or were issuable as of June 30, 2024. Compensation expense for Earnout Shares recognized in the condensed consolidated statements of operations was nil for each of the three months ended June 30, 2024 and 2023, and nil and $1.4 million for the six months ended June 30, 2024 and 2023, respectively. Treasury Stock As of June 30, 2024, we had 393,218 shares of treasury stock. The increase in treasury stock during the six months ended June 30, 2024 reflects shares of Common Stock withheld to settle employee taxes due upon the vesting of RSUs. During the six months ended June 30, 2024, we did not cancel or reissue any shares of Common Stock held as treasury stock.

v3.24.2.u1

WARRANTS	6 Months Ended
	Jun. 30, 2024
Warrants and Rights Note Disclosure [Abstract]
WARRANTS	WARRANTSPrior to the Business Combination, Aspirational issued 7,991,544 redeemable public warrants (“Public Warrants”) and 4,529,950 redeemable private warrants (“Private Warrants” and together with the Public Warrants, the “Warrants”). On the Business Combination Closing Date, Wheels Up assumed the Warrants, none of which had been exercised as of June 30, 2024. Each whole Warrant entitles the holder to purchase 1/10th share of Common Stock at a price of $115.00 per whole share of Common Stock. The Warrants expire on July 13, 2026 or earlier upon redemption or liquidation.

v3.24.2.u1

NON-CONTROLLING INTERESTS	6 Months Ended
	Jun. 30, 2024
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 WUP 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 of WUP was adopted, allowing members of MIP LLC, subject to certain restrictions, to exchange their vested WUP profits interests before July 13, 2031 for cash or a corresponding number of shares of Common Stock, at the option of Wheels Up, based on the value of such WUP profits interests relative to their applicable participation threshold. The decision of whether to exchange WUP profits interests for cash or Common Stock is made solely at the discretion of Wheels Up. Accordingly, the WUP 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 WUP profits interests, if settled in shares of Common Stock at the discretion of Wheels Up, 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 was as follows: June 30, 2024 December 31, 2023 Number of WUP common units held by Wheels Up(1) 697,663,854  100.0  % 696,856,131  100.0  % Number of vested WUP profits interests attributable to non-controlling interests(2) —  —  % —  —  % Total WUP common units and vested WUP profits interests outstanding 697,663,854  100.0  % 696,856,131  100.0  % (1) WUP common units represent an equivalent ownership of Common Stock outstanding. (2) Based on the closing price of Common Stock on the last trading day of the period covered by this Quarterly Report, there would have been no WUP common units issuable upon conversion of vested and unvested WUP profits interests outstanding as of June 30, 2024. Weighted-average ownership percentages are used to allocate net loss to Wheels Up and the non-controlling interest holders. The non-controlling interests weighted-average ownership percentage was nil for each of the three and six months ended June 30, 2024 and 2023.

v3.24.2.u1

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES The Company has contractual obligations and commitments, primarily in the form of obligations to provide services for which we have already received deferred revenue (see Note 2), lease arrangements (see Note 9), repayment of long-term debt (see Note 7), legal proceedings, and sales and use tax liability. Legal Proceedings From time to time, we are subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these matters cannot be predicted with certainty, as of the date of this Quarterly Report we do not believe that the outcome of any of these matters, individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows. GRP Litigation On July 5, 2023, we filed a lawsuit against Exclusive Jets, LLC d/b/a flyExclusive, a subsidiary of flyExclusive, Inc. (“FE”), in the United States District Court for the Southern District of New York, which was re-filed against FE in the Supreme Court of the State of New York in New York County on August 23, 2023. We instituted the action to enforce our rights and remedies for wrongful termination by FE of that certain Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021, between WUP and FE (the “GRP Agreement”). On June 30, 2023, FE notified us in writing of its immediate termination of the GRP Agreement. We believe that FE wrongfully terminated such agreement in breach thereof. We are seeking compensatory damages, including the return of material deposits held by FE under the GRP Agreement that were recorded in Other non-current assets on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, as well as attorneys’ fees and costs. We intend to vigorously pursue the action to recover the outstanding deposits and other damages from FE, but there can be no assurance as to the outcome of the lawsuit against FE. Our success in recovering the amounts from FE will depend upon several factors including the availability of funds by FE for the recoverable amounts. We are in the process of evaluating the effects of the foregoing events and we cannot make a reasonable estimate of any outcome, recovery or loss at this time. Sales and Use Tax Liability We regularly provide services to members in various states within the continental U.S., 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 June 30, 2024 and December 31, 2023, we estimated the potential exposure to such tax liability was $10.5 million and $10.5 million, respectively, the expense for which was included in Accrued expenses on the condensed consolidated balance sheets and in cost of revenue in the condensed consolidated statements of operations as of and for the applicable periods presented.

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RELATED PARTIES	6 Months Ended
	Jun. 30, 2024
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. We incurred expenses of $1.0 million and $1.1 million for the three and six months ended June 30, 2024, respectively, and $0.5 million and $1.1 million for the three and six months ended June 30, 2023, respectively, from transactions related to the Original CCA with Delta, which was subsequently replaced by the Amended and Restated Commercial Cooperation Agreement, dated as of June 15, 2024, by and among WUP, WUP LLC and Delta (the “Amended CCA”). As of June 30, 2024 and December 31, 2023, $2.1 million and $0.4 million, respectively, were included in Accrued expenses on the condensed consolidated balance sheets and $1.4 million and $3.6 million, respectively, were included in Other non-current liabilities on the condensed consolidated balance sheets, in each case related to transactions associated with the Original CCA and Amended CCA with Delta.

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RESTRUCTURING AND RELATED CHARGES	6 Months Ended
	Jun. 30, 2024
Restructuring and Related Activities [Abstract]
RESTRUCTURING AND RELATED CHARGES	RESTRUCTURING AND RELATED CHARGES On March 1, 2023, we announced a restructuring plan (the “Restructuring Plan”) as part of our previously announced focus on implementing cost reductions and improving the efficiency of our operations, which consisted of a reduction in headcount (excluding pilots, maintenance and operations-support personnel). We estimated that we would incur approximately $14.0 million in total pre-tax charges in connection with the Restructuring Plan, primarily related to severance payments, employee benefits and equity-based compensation. We incurred $17.7 million of charges associated with the Restructuring Plan during the fourth quarter of 2022 and first quarter of 2023, which primarily consisted of cash and non-cash expenses related to severance payments, employee benefits and equity-based compensation. During the six months ended June 30, 2023, we recognized approximately $10.5 million of expenses related to the Restructuring Plan, which were incurred and recorded on the condensed consolidated statement of operations, as follows (in thousands): Cost of revenue $ 755  Technology and development 2,299  Sales and marketing 2,058  General and administrative 5,408  Total restructuring expenses $ 10,520  All charges associated with the Restructuring Plan were paid as of December 31, 2023.

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INCOME TAXES	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES We are subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income or loss from WUP, as well as any standalone income or loss Wheels Up generates. WUP 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 WUP is passed through to and included in the taxable income or loss of its members, including Wheels Up. We are also subject to income taxes in the various foreign jurisdictions in which we operate. We recorded income tax expense of $0.4 million and $0.3 million for the three and six months ended June 30, 2024, respectively, and income tax benefit of $16.0 thousand and income tax expense of $0.2 million for the three and six months ended June 30, 2023, respectively. The effective tax rate was (0.5)% and (0.2)% for the three and six months ended June 30, 2024, respectively, and 0.0% and (0.1)% for the three and six months ended June 30, 2023, respectively. Our effective tax rate for the three and six months ended June 30, 2024 differs from the federal statutory rate of 21%, primarily due to a full valuation allowance against the majority of our net deferred tax assets where it is more likely than not that the deferred tax assets will not be realized and geographical mix of our earnings. We currently expect the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested. Accordingly, the Company has not provided for the tax effect, if any, of limited outside basis differences of its foreign subsidiaries. If these foreign earnings are repatriated to the U.S., or if the Company determines that such earnings are repatriated to the U.S., or if the Company determines that such earnings will be remitted in a future period, additional tax provisions may be required. 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 the 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 June 30, 2024, we concluded, based on the weight of all available positive and negative evidence, that it is more likely than not that the majority of U.S. deferred tax assets will not be realized. Accordingly, a valuation allowance has been established on the majority of our net deferred tax assets in the U.S. In general, under Section 382 of the Internal Revenue Code of 1986 (as amended, the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses or tax credits to offset future taxable income or taxes. As a result of the Initial Issuance, the Company experienced an ownership change for the purpose of Section 382 of the Code during the third quarter of 2023 that will limit the availability of our tax attributes offset future income. A formal Section 382 analysis is being performed to determine the extent of the limitations. Our net operating losses and tax attributes are currently subject to a full valuation allowance. Accordingly, we do not believe it will have a material impact on our consolidated financial statements. The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15% intended to be effective on January 1, 2024. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world have implemented the legislation, including jurisdictions in which certain of Wheels Up’s subsidiaries operate, and many other jurisdictions are in the process of implementing it. The Company is currently monitoring these developments and is in the process of evaluating the potential impact on its consolidated financial statements. Additionally, the Company is subject to the income tax effects associated with the Global Intangible Low-Taxed Income (“GILTI”) provisions and treats the tax effects of GILTI as a current period expense in the period incurred.

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NET LOSS PER SHARE	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
NET LOSS PER SHARE	NET LOSS PER SHARE The following table sets forth the computation of Basic and diluted net loss per share (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss attributable to Wheels Up Experience Inc. - basic and diluted $ (96,973) $ (160,593) $ (194,366) $ (261,459) Denominator: Weighted-average shares of Common Stock outstanding - basic and diluted 697,458,966  25,570,200  697,403,388  25,446,199  Basic and diluted net loss per share of Common Stock $ (0.14) $ (6.28) $ (0.28) $ (10.27) There were no dividends declared or paid during each of the three and six months ended June 30, 2024 and 2023. Basic and diluted net loss per share were computed using the two-class method. All issued and outstanding shares of restricted stock are included in the weighted-average shares of Common Stock outstanding for all periods presented. WUP restricted interests were converted into shares of restricted stock as of the Business Combination Closing Date. WUP profits interests held by other members of MIP LLC are not subject to the net loss per share calculation until such time the vested WUP profits interests are actually exchanged for shares of Common Stock. The shares of Common Stock issuable under the Executive Performance Awards upon satisfaction of the performance- and service-based vesting conditions, if at all, are not subject to the net loss per share calculation until such time that such shares of Common Stock are actually issued to the applicable grantee. The exact number of shares of Common Stock that may be issued under the Executive Performance Awards will not be readily determinable until the first Determination Date following a Repayment Event and at each successive Determination Date thereafter through the Final Determination Date. There can be no assurance that both the performance- and service-based vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock pursuant to any Executive Performance Award (see Note 10). The following securities were not included in the computation of diluted shares outstanding, because the effect would be anti-dilutive, and issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: June 30, 2024 2023 Warrants(1) 1,252,149  1,252,149  Earnout Shares 900,000  900,000  RSUs and PSUs 6,459,297  2,898,439  Stock options 1,081,993  1,320,291  Total anti-dilutive securities 9,693,439  6,370,879  (1)     Each Warrant entitles the holder to purchase 1/10th of one share of Common Stock at a price of $115.00 per whole share of Common Stock.

v3.24.2.u1

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ (96,973)	$ (160,593)	$ (194,366)	$ (261,459)

v3.24.2.u1

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.2.u1

SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the financial information and footnotes required by GAAP for annual financial statements. As a result, this Quarterly Report on Form 10-Q (this “Quarterly Report”) should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 7, 2024. In the opinion of the Company’s management, the condensed consolidated financial statements in this Quarterly Report include all adjustments necessary for the fair presentation of the Company’s balance sheet as of June 30, 2024, and its results of operations, including its comprehensive loss and stockholders' equity for the three and six months ended June 30, 2024 and 2023. All adjustments are of a normal recurring nature. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for any subsequent period or for the fiscal year ending December 31, 2024. Immediately after the close of trading on the New York Stock Exchange (the “NYSE”) on June 7, 2023, the Company effected a reverse stock split of Wheels Up’s outstanding shares of Class A common stock, $0.0001 par value per share (“Common Stock”), at a reverse stock split ratio of 1-for-10 (the “Reverse Stock Split”). Accordingly, the presentation of all periods covered by the condensed consolidated financial statements contained herein have been adjusted to give retroactive effect to the Reverse Stock Split, as applicable, including adjustments to per share net loss and other per share of Common Stock amounts.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. We consolidate Wheels Up 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 12). All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates Preparing the condensed consolidated financial statements in conformity with 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. 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, the determination of the valuation allowance for deferred tax assets and the incremental borrowing rate for leases.
Foreign Currency Translation Adjustments	Foreign Currency Translation Adjustments Assets and liabilities of foreign subsidiaries, where the functional currency is not the U.S. dollar, have been translated at period-end exchange rates and profit and loss accounts have been translated using weighted-average exchange rates. Adjustments resulting from currency translation have been recorded in the equity section of the condensed consolidated balance sheets and the condensed consolidated statements of other comprehensive loss as a cumulative translation adjustment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. The amendments in ASU 2023-07 aim to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 will be effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 will be effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.

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REVENUE RECOGNITION (Tables)	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Services transferred at a point in time: Flights, net of discounts and incentives $ 163,684  $ 235,284  $ 314,613  $ 467,046  Aircraft management(1) 2,905  46,073  6,030  107,315  Other 13,257  28,138  38,916  59,945  Services transferred over time: Memberships 16,046  21,478  32,900  43,158  Aircraft management(1) 52  2,429  120  4,881  Other 341  1,660  807  4,529  Total Revenue $ 196,285  $ 335,062  $ 393,386  $ 686,874  (1) On September 30, 2023, we completed the sale of the aircraft management business. See Note 4.
Schedule of Accounts Receivable Net	Accounts receivable, net consisted of the following (in thousands):   June 30, 2024 December 31, 2023 Gross receivables from members and customers $ 41,266  $ 43,970  Undeposited funds 1,181  2,131  Less: Allowance for credit losses (8,442) (7,864) Accounts receivable, net $ 34,005  $ 38,237
Schedule of Deferred Revenue	Deferred revenue consisted of the following (in thousands):   June 30, 2024 December 31, 2023 Flights - Prepaid Blocks $ 673,052  $ 686,413  Memberships - annual dues 27,576  33,890  Memberships - initiation fees 1,249  2,377  Flights - credits 751  1,366  Other 10  183  Deferred revenue - total 702,638  724,229  Less: Deferred revenue - current (702,174) (723,246) Deferred revenue - non-current $ 464  $ 983  Deferred revenue, non-current is presented within Other non-current liabilities on the condensed consolidated balance sheets. Changes in Deferred revenue for the six months ended June 30, 2024 were as follows (in thousands): Deferred revenue as of December 31, 2023 $ 724,229  Amounts deferred during the period 368,602  Revenue recognized from amounts included in the deferred revenue beginning balance (270,740) Revenue from current period sales (119,453) Deferred revenue as of June 30, 2024 $ 702,638
Schedule of Revenue Expected to be Recognized in Future Periods	Revenue expected to be recognized in future periods for performance obligations that are unsatisfied, or partially unsatisfied, as of June 30, 2024 were as follows (in thousands): Remainder of 2024 $ 232,988  2025 310,552  2026 79,564  2027 79,534  Total Deferred revenue $ 702,638

v3.24.2.u1

PROPERTY AND EQUIPMENT (Tables)	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net consisted of the following (in thousands): June 30, 2024 December 31, 2023 Aircraft $ 411,326  $ 475,058  Software development costs 85,079  81,075  Leasehold improvements 24,089  22,899  Computer equipment 3,342  3,515  Buildings and improvements 1,424  1,424  Furniture and fixtures 4,570  4,618  Tooling 3,660  3,898  Vehicles 2,172  2,166  Total Property and equipment 535,662  594,653  Less: Accumulated depreciation and amortization (248,267) (256,939) Total Property and equipment, net $ 287,395  $ 337,714

v3.24.2.u1

GOODWILL AND INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	The following table presents Goodwill carrying values and the change in balance, by reporting unit, during the six months ended June 30, 2024 (in thousands): WUP Legacy(1) Air Partner Total Balance as of December 31, 2023(2) $ 136,098  $ 82,110  $ 218,208  Foreign currency translation adjustment —  (552) (552) Balance as of June 30, 2024 $ 136,098  $ 81,558  $ 217,656  (1)    As of June 30, 2024, the legacy Wheels Up reporting unit (“WUP Legacy”) had negative net assets (stockholders’ equity). (2)     Net of accumulated impairment losses of $306.2 million, all of which was recognized on the goodwill attributable to WUP Legacy.
Schedule of Intangible Assets	The gross carrying value, accumulated amortization and net carrying value of Intangible assets consisted of the following (in thousands): June 30, 2024 Gross Carrying Value Accumulated Amortization Net Carrying Value Status $ 80,000  $ 34,367  $ 45,633  Customer relationships 89,121  40,310  48,811  Trade name 11,939  5,951  5,988  Developed technology 20,556  13,819  6,737  Leasehold interest - favorable 600  113  487  Foreign currency translation adjustment (677) (290) (387) Total $ 201,539  $ 94,270  $ 107,269  December 31, 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Status $ 80,000  $ 31,325  $ 48,675  Customer relationships 89,121  34,920  54,201  Trade name 11,939  5,402  6,537  Developed technology 20,556  12,329  8,227  Leasehold interest - favorable 600  102  498  Foreign currency translation adjustment (589) (217) (372) Total $ 201,627  $ 83,861  $ 117,766
Schedule of Intangible Liabilities	The gross carrying value, accumulated amortization and net carrying value of Intangible liabilities consisted of the following (in thousands): June 30, 2024 Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible liabilities $ 20,000  $ 8,561  $ 11,439  December 31, 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible liabilities $ 20,000  $ 7,798  $ 12,202
Schedule of Future Amortization Expense of Intangible Assets and Intangible Liabilities	Future amortization expense of Intangible assets and Intangible liabilities held as of June 30, 2024, were as follows (in thousands): Intangible Assets Intangible Liabilities Remainder of 2024 $ 10,302  $ 763  2025 20,307  1,525  2026 19,441  1,525  2027 14,885  1,525  2028 14,235  1,525  2029 and Thereafter 28,099  4,576  Total $ 107,269  $ 11,439

v3.24.2.u1

CASH EQUIVALENTS AND RESTRICTED CASH (Tables)	6 Months Ended
	Jun. 30, 2024
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 as follows (in thousands): June 30, 2024 December 31, 2023 Cash and cash equivalents $ 141,493  $ 263,909  Restricted cash 32,071  28,916  Total $ 173,564  $ 292,825
Schedule of 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 as follows (in thousands): June 30, 2024 December 31, 2023 Cash and cash equivalents $ 141,493  $ 263,909  Restricted cash 32,071  28,916  Total $ 173,564  $ 292,825

v3.24.2.u1

LONG-TERM DEBT (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of Debt	The following table presents the components of Long-term debt, net (in thousands): Weighted Average Interest Rate June 30, 2024 December 31, 2023 Equipment Notes 12.0  % $ 176,398  $ 214,878  Term Loan 10.0  % 420,954  400,453  Total debt 597,352  615,331  Less: Total unamortized deferred financing costs and debt discount 357,588  356,259  Less: Current maturities of long-term debt 21,152  23,998  Long-term debt, net $ 218,612  $ 235,074
Schedule of Maturities of Long-Term Debt	Maturities of principal debt payments for the next five years are as follows (in thousands): Maturities Remainder of 2024 $ 10,576  2025 37,051  2026 33,074  2027 27,602  2028 489,049  Total $ 597,352

v3.24.2.u1

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Financial Instruments Measured at Fair Value on Recurring Basis	Financial instruments that are measured at fair value on a recurring basis and their corresponding placement in the fair value hierarchy consisted of the following (in thousands): June 30, 2024 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 93  $ —  $ —  93  Total assets $ 93  $ —  $ —  $ 93  Liabilities: Warrant liability - Public Warrants $ —  $ 70  $ —  $ 70  Warrant liability - Private Warrants —  40  —  40  Equipment Notes —  —  229,635  229,635  Term Loan $ —  $ —  297,800  $ 297,800  Total liabilities $ —  $ 110  $ 527,435  $ 527,545  December 31, 2023 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 94  $ —  $ —  $ 94  Total assets $ 94  $ —  $ —  $ 94  Liabilities: Warrant liability - Public Warrants $ 7  $ —  $ —  $ 7  Warrant liability - Private Warrants —  5  —  5  Equipment Notes —  —  256,256  256,256  Term Loan —  —  297,800  297,800  Total liabilities $ 7  $ 5  $ 554,056  $ 554,068
Schedule of Changes in Fair Value of Warrant Liability	The following table presents the changes in the fair value of the warrant liability (in thousands): Public Warrants Private Warrants Total Warrant Liability Fair value as of December 31, 2023 $ 7  $ 5  $ 12  Change in fair value of warrant liability 63  35  98  Fair value as of June 30, 2024 $ 70  $ 40  $ 110

v3.24.2.u1

LEASES (Tables)	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
Schedule of Components of Net Lease Cost	The components of net lease cost were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease costs $ 7,509  $ 9,641  $ 15,049  $ 21,335  Short-term lease costs 173  2,151  386  4,637  Variable lease costs 5,826  8,666  10,139  14,499  Total lease costs $ 13,508  $ 20,458  $ 25,574  $ 40,471
Schedule of Supplemental Cash Flow Information	Supplemental cash flow information related to operating leases were as follows (in thousands): Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows paid for operating leases $ 15,604  $ 18,621  Right-of-use assets obtained in exchange for operating lease obligations $ 3,017  $ 5,454
Schedule of Supplemental Balance Sheet Information	Supplemental balance sheet information related to leases were as follows: June 30, 2024 December 31, 2023 Weighted-average remaining lease term (in years): Operating leases 6.9 6.7 Weighted-average discount rate: Operating leases 9.4  % 9.2  %
Schedule of Maturities of Operating Leases	Maturities of lease liabilities, as of June 30, 2024, were as follows (in thousands): Year ending December 31, Operating Leases 2024 (remaining) $ 14,409  2025 18,573  2026 11,107  2027 8,022  2028 6,803  2029 and Thereafter 36,609  Total lease payments 95,523  Less: Imputed interest (26,812) Total lease obligations $ 68,711

v3.24.2.u1

STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Profits Interests Activity	The following table summarizes the WUP profits interests activity under the WUP Management Incentive Plan as of June 30, 2024:   Number of WUP Profits Interests Weighted-Average Grant Date Fair Value   (in thousands) Outstanding WUP profits interests as of January 1, 2024 2,881  $ 4.16  Granted —  —  Exchanged —  —  Expired/forfeited —  —  Outstanding WUP profits interests as of June 30, 2024 2,881  $ 4.16
Schedule of Stock Option Activity	The following table summarizes the activity under the WUP Option Plan as of June 30, 2024: Number of WUP Stock Options Weighted- Average Exercise Price Weighted-Average Grant Date Fair Value (in thousands) Outstanding WUP stock options as of January 1, 2024 1,129  $ 75.45  $ 12.64  Granted —  —  —  Exercised —  —  —  Forfeited (124) 74.58  9.92  Expired —  —  —  Outstanding WUP stock options as of June 30, 2024 1,005  $ 75.56  $ 12.97  Exercisable WUP stock options as of June 30, 2024 1,005  $ 75.56  $ 12.97  The following table summarizes the activity under the Amended and Restated 2021 LTIP related to Wheels Up stock options as of June 30, 2024: Number of Wheels Up Stock Options Weighted- Average Exercise Price Weighted-Average Grant Date Fair Value (in thousands) Outstanding Wheels Up stock options as of January 1, 2024 77  $ 100.00  $ 47.52  Granted —  —  —  Exercised —  —  —  Forfeited —  —  —  Expired —  —  —  Outstanding Wheels Up stock options as of June 30, 2024 77  $ 100.00  $ 47.52  Exercisable Wheels Up stock options as of June 30, 2024 77  $ 100.00  $ 47.52
Schedule of LTIP RSUs	The following table summarizes the activity under the Amended and Restated 2021 LTIP related to RSUs as of June 30, 2024: Number of RSUs(1) Weighted-Average Grant Date Fair Value (in thousands) Non-vested RSUs as of January 1, 2024 1,848  $ 9.35  Granted 4,408  2.99  Vested (893) 5.78  Forfeited (455) 6.07  Non-vested RSUs as of June 30, 2024 4,908  $ 4.59  (1)    The number of RSUs and weighted-average grant date fair value include 205,128 RSUs granted under the 2022 Inducement Grant Plan in July 2022, of which 136,752 RSUs vested as of January 1, 2024 and the remaining 68,376 RSUs are scheduled to vest on December 30, 2024, subject to the grantee’s continued service through such vesting date.
Schedule of Performance Stock Units	The following table summarizes the activity under the Amended and Restated 2021 LTIP related to PSUs as of June 30, 2024: Number of PSUs Weighted-Average Grant Date Fair Value (in thousands) Non-vested PSUs as of January 1, 2024 18  $ 2.89  Granted 482  3.07  Vested —  —  Forfeited (34) 3.07  Non-vested PSUs as of June 30, 2024 466  $ 3.06
Schedule of Valuation Assumptions	The following table summarizes the significant assumptions used to estimate the fair value on the date of grant: 2024(1) 2023(2) Expected term (in years) 4.7 - 4.9 5.2 Volatility 65% - 70% 60  % Risk-free rate 4.1% - 4.4% 4.3  % Expected dividend rate 0% - 0% 0  % (1) Assumptions used in the Monte Carlo simulation related to the CFO Performance Award, which was granted on March 3, 2024, and the CCO Performance Award, which was granted on May 20, 2024. (2) Assumptions used in the Monte Carlo simulation related to the CEO Performance Award, which was granted on November 30, 2023.
Schedule of Equity-based Compensation Expense	The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cost of revenue $ 816  $ 1,092  $ 1,562  $ 2,271  Technology and development 353  673  636  1,157  Sales and marketing 132  641  267  1,341  General and administrative 12,967  4,198  23,014  13,373  Total equity-based compensation expense $ 14,268  $ 6,604  $ 25,479  $ 18,142

v3.24.2.u1

NON-CONTROLLING INTERESTS (Tables)	6 Months Ended
	Jun. 30, 2024
Noncontrolling Interest [Abstract]
Schedule of Calculation of Non-controlling Interests	The calculation of Non-controlling interests was as follows: June 30, 2024 December 31, 2023 Number of WUP common units held by Wheels Up(1) 697,663,854  100.0  % 696,856,131  100.0  % Number of vested WUP profits interests attributable to non-controlling interests(2) —  —  % —  —  % Total WUP common units and vested WUP profits interests outstanding 697,663,854  100.0  % 696,856,131  100.0  % (1) WUP common units represent an equivalent ownership of Common Stock outstanding. (2) Based on the closing price of Common Stock on the last trading day of the period covered by this Quarterly Report, there would have been no WUP common units issuable upon conversion of vested and unvested WUP profits interests outstanding as of June 30, 2024.

v3.24.2.u1

RESTRUCTURING AND RELATED CHARGES (Tables)	6 Months Ended
	Jun. 30, 2024
Restructuring and Related Activities [Abstract]
Schedule of Restructuring and Related Costs	During the six months ended June 30, 2023, we recognized approximately $10.5 million of expenses related to the Restructuring Plan, which were incurred and recorded on the condensed consolidated statement of operations, as follows (in thousands): Cost of revenue $ 755  Technology and development 2,299  Sales and marketing 2,058  General and administrative 5,408  Total restructuring expenses $ 10,520

v3.24.2.u1

NET LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Net Loss Per Share	The following table sets forth the computation of Basic and diluted net loss per share (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss attributable to Wheels Up Experience Inc. - basic and diluted $ (96,973) $ (160,593) $ (194,366) $ (261,459) Denominator: Weighted-average shares of Common Stock outstanding - basic and diluted 697,458,966  25,570,200  697,403,388  25,446,199  Basic and diluted net loss per share of Common Stock $ (0.14) $ (6.28) $ (0.28) $ (10.27)
Schedule of Anti-dilutive Securities	The following securities were not included in the computation of diluted shares outstanding, because the effect would be anti-dilutive, and issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: June 30, 2024 2023 Warrants(1) 1,252,149  1,252,149  Earnout Shares 900,000  900,000  RSUs and PSUs 6,459,297  2,898,439  Stock options 1,081,993  1,320,291  Total anti-dilutive securities 9,693,439  6,370,879  (1)     Each Warrant entitles the holder to purchase 1/10th of one share of Common Stock at a price of $115.00 per whole share of Common Stock.

v3.24.2.u1

SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	Jun. 07, 2023 $ / shares	Jun. 30, 2024 $ / shares	Dec. 31, 2023 $ / shares
Goodwill [Line Items]
Common stock par value (in dollars per share)		$ 0.0001	$ 0.0001
Reverse stock split ratio	0.1
Common Class A
Goodwill [Line Items]
Common stock par value (in dollars per share)	$ 0.0001

v3.24.2.u1

REVENUE RECOGNITION - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 196,285	$ 335,062	$ 393,386	$ 686,874
Services transferred at a point in time: | Flights, net of discounts and incentives
Disaggregation of Revenue [Line Items]
Revenue	163,684	235,284	314,613	467,046
Services transferred at a point in time: | Aircraft management
Disaggregation of Revenue [Line Items]
Revenue	2,905	46,073	6,030	107,315
Services transferred at a point in time: | Other
Disaggregation of Revenue [Line Items]
Revenue	13,257	28,138	38,916	59,945
Services transferred over time: | Aircraft management
Disaggregation of Revenue [Line Items]
Revenue	52	2,429	120	4,881
Services transferred over time: | Memberships
Disaggregation of Revenue [Line Items]
Revenue	16,046	21,478	32,900	43,158
Services transferred over time: | Other
Disaggregation of Revenue [Line Items]
Revenue	$ 341	$ 1,660	$ 807	$ 4,529

v3.24.2.u1

REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Capitalized sales commission and referral fees	$ 1.9	$ 2.5	$ 3.9	$ 4.1
Amortization expense	2.1	$ 3.1	4.2	$ 6.8
Prepaid expenses
Disaggregation of Revenue [Line Items]
Capitalized contract cost, net	4.9		4.9		$ 4.8
Other current assets
Disaggregation of Revenue [Line Items]
Capitalized contract cost, net	$ 0.3		$ 0.3		$ 0.4

v3.24.2.u1

REVENUE RECOGNITION - Schedule of Accounts Receivable Net Consists (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Gross receivables from members and customers	$ 41,266	$ 43,970
Undeposited funds	1,181	2,131
Less: Allowance for credit losses	(8,442)	(7,864)
Accounts receivable, net	$ 34,005	$ 38,237

v3.24.2.u1

REVENUE RECOGNITION - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Deferred revenue - total	$ 702,638	$ 724,229
Less: Deferred revenue - current	(702,174)	(723,246)
Deferred revenue - non-current	464	983
Flights - Prepaid Blocks
Disaggregation of Revenue [Line Items]
Deferred revenue - total	673,052	686,413
Memberships - annual dues
Disaggregation of Revenue [Line Items]
Deferred revenue - total	27,576	33,890
Memberships - initiation fees
Disaggregation of Revenue [Line Items]
Deferred revenue - total	1,249	2,377
Flights - credits
Disaggregation of Revenue [Line Items]
Deferred revenue - total	751	1,366
Other
Disaggregation of Revenue [Line Items]
Deferred revenue - total	$ 10	$ 183

v3.24.2.u1

REVENUE RECOGNITION - Schedule of Changes in Deferred Revenue (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Contract with Customer, Liability [Roll Forward]
Deferred revenue as of December 31, 2023	$ 724,229
Amounts deferred during the period	368,602
Revenue recognized from amounts included in the deferred revenue beginning balance	(270,740)
Revenue from current period sales	(119,453)
Deferred revenue as of June 30, 2024	$ 702,638

v3.24.2.u1

REVENUE RECOGNITION - Schedule of Revenue Expected to be Recognized in Future Periods (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized in future periods	$ 702,638
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized in future periods	$ 232,988
Revenue recognition periods (in years)	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized in future periods	$ 310,552
Revenue recognition periods (in years)	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized in future periods	$ 79,564
Revenue recognition periods (in years)	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized in future periods	$ 79,534
Revenue recognition periods (in years)	1 year

v3.24.2.u1

PROPERTY AND EQUIPMENT - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total Property and equipment	$ 535,662	$ 594,653
Less: Accumulated depreciation and amortization	(248,267)	(256,939)
Total Property and equipment, net	287,395	337,714
Aircraft
Property, Plant and Equipment [Line Items]
Total Property and equipment	411,326	475,058
Software development costs
Property, Plant and Equipment [Line Items]
Total Property and equipment	85,079	81,075
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total Property and equipment	24,089	22,899
Computer equipment
Property, Plant and Equipment [Line Items]
Total Property and equipment	3,342	3,515
Buildings and improvements
Property, Plant and Equipment [Line Items]
Total Property and equipment	1,424	1,424
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total Property and equipment	4,570	4,618
Tooling
Property, Plant and Equipment [Line Items]
Total Property and equipment	3,660	3,898
Vehicles
Property, Plant and Equipment [Line Items]
Total Property and equipment	$ 2,172	$ 2,166

v3.24.2.u1

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 4.5	$ 5.7	$ 10.8	$ 11.9
Software development costs
Property, Plant and Equipment [Line Items]
Amortization	$ 6.3	$ 4.0	$ 10.6	$ 6.8

v3.24.2.u1

DIVESTITURES - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Business Acquisition [Line Items]
Gain (loss) on disposal of assets, net		$ 136	$ (1,538)	$ 1,576	$ (1,538)
Proceeds from sale of divested business, net				5,903	$ 0
Discontinued Operations, Disposed of by Sale | Circadian Aviation LLC
Business Acquisition [Line Items]
Sale of issued and outstanding equity interests	100.00%
Aggregate consideration transferred	$ 19,100
Gain (loss) on disposal of assets, net	(3,000)
Proceeds from sale of divested business, net	13,200
Non-contingent consideration receivable	500
Working capital adjustment				$ 3,400
Discontinued Operations, Disposed of by Sale | Circadian Aviation LLC | Contingent Consideration
Business Acquisition [Line Items]
Fair value of contingent consideration	4,800
Discontinued Operations, Disposed of by Sale | Circadian Aviation LLC | Escrow Receivable
Business Acquisition [Line Items]
Proceeds from sale of divested business, net	$ 600

v3.24.2.u1

GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Goodwill [Roll Forward]
Balance as of December 31, 2022	$ 218,208
Foreign currency translation adjustment	(552)
Balance as of June 30, 2024	217,656
Accumulated impairment loss		$ 306,200
WUP Legacy
Goodwill [Roll Forward]
Balance as of December 31, 2022	136,098
Foreign currency translation adjustment	0
Balance as of June 30, 2024	136,098
Air Partner
Goodwill [Roll Forward]
Balance as of December 31, 2022	82,110
Foreign currency translation adjustment	(552)
Balance as of June 30, 2024	$ 81,558

v3.24.2.u1

GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 201,539	$ 201,627
Accumulated Amortization	94,270	83,861
Net Carrying Value	107,269	117,766
Status
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	80,000	80,000
Accumulated Amortization	34,367	31,325
Net Carrying Value	45,633	48,675
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	89,121	89,121
Accumulated Amortization	40,310	34,920
Net Carrying Value	48,811	54,201
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	11,939	11,939
Accumulated Amortization	5,951	5,402
Net Carrying Value	5,988	6,537
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	20,556	20,556
Accumulated Amortization	13,819	12,329
Net Carrying Value	6,737	8,227
Leasehold interest - favorable
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	600	600
Accumulated Amortization	113	102
Net Carrying Value	487	498
Foreign currency translation adjustment
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	(677)	(589)
Accumulated Amortization	(290)	(217)
Net Carrying Value	$ (387)	$ (372)

v3.24.2.u1

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 5.2	$ 5.9	$ 10.4	$ 11.8
Amortization of intangible liabilities	$ 0.4	$ 0.5	$ 0.8	$ 1.0

v3.24.2.u1

GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Gross Carrying Value	$ 20,000	$ 20,000
Accumulated Amortization	8,561	7,798
Net Carrying Value	$ 11,439	$ 12,202

v3.24.2.u1

GOODWILL AND INTANGIBLE ASSETS - Schedule of Future Amortization Expense of Intangible Assets and Intangible Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Intangible Assets
2024 (remaining)	$ 10,302
2025	20,307
2026	19,441
2027	14,885
2028	14,235
2029 and Thereafter	28,099
Net Carrying Value	107,269	$ 117,766
Intangible Liabilities
2024 (remaining)	763
2025	1,525
2026	1,525
2027	1,525
2028	1,525
2029 and Thereafter	4,576
Net Carrying Value	$ 11,439	$ 12,202

v3.24.2.u1

CASH EQUIVALENTS AND RESTRICTED CASH - Schedule of Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 141,493	$ 263,909
Restricted cash	32,071	28,916
Total	$ 173,564	$ 292,825	$ 188,349	$ 620,153

v3.24.2.u1

CASH EQUIVALENTS AND RESTRICTED CASH - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Cash and Cash Equivalents [Line Items]
Cash equivalents	$ 0.1	$ 0.1
Standby Letter Of Credit
Cash and Cash Equivalents [Line Items]
Restricted cash	6.2	6.2
Credit Card Programs | Asset Pledged as Collateral
Cash and Cash Equivalents [Line Items]
Restricted cash	5.0	3.4
Contractual Restrictions
Cash and Cash Equivalents [Line Items]
Restricted cash	$ 19.4	$ 17.9

v3.24.2.u1

LONG-TERM DEBT - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total debt	$ 597,352	$ 615,331
Less: Total unamortized deferred financing costs and debt discount	357,588	356,259
Less: Current maturities of long-term debt	21,152	23,998
Long-term debt, net	$ 218,612	235,074
Notes Payable | Equipment Notes
Debt Instrument [Line Items]
Weighted Average Interest Rate	12.00%
Total debt	$ 176,398	214,878
Term Loan and Revolving Credit Facility | Credit Agreement | Term Loan
Debt Instrument [Line Items]
Weighted Average Interest Rate	10.00%
Total debt	$ 420,954	$ 400,453

v3.24.2.u1

LONG-TERM DEBT - Schedule of Maturities of Long-term Debt (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Debt Disclosure [Abstract]
Remainder of 2024	$ 10,576
2025	37,051
2026	33,074
2027	27,602
2028	489,049
Long-Term Debt, Total	$ 597,352

v3.24.2.u1

LONG-TERM DEBT - Narrative (Details)				3 Months Ended		6 Months Ended		12 Months Ended
	Nov. 15, 2023 USD ($)	Sep. 20, 2023 USD ($) shares	Oct. 14, 2022 USD ($) aircraft	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) aircraft	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Nov. 09, 2023 USD ($)	Sep. 30, 2023 USD ($)
Debt Instrument [Line Items]
Amortization (accretion) of deferred financing costs and debt discount						$ (1,328,000)	$ 1,124,000
Long-term debt				$ 597,352,000		597,352,000
Term Loan
Debt Instrument [Line Items]
Long-term debt, fair value				297,800,000		297,800,000		$ 297,800,000	$ 44,900,000
Debt instrument, fair value disclosure								9,400,000
Initial Issuance
Debt Instrument [Line Items]
Allocation on relative fair value basis									$ 64,200,000
Issuance costs										$ 25,400,000
Deferred Issuance
Debt Instrument [Line Items]
Common stock issued (in shares) | shares		529,926,270
Allocation on relative fair value basis								240,900,000
Private Placement, Reallocated Shares
Debt Instrument [Line Items]
Deferred issuance costs								30,600,000
Term Loan
Debt Instrument [Line Items]
Issuance costs										4,100,000
Common Class A | Initial Issuance
Debt Instrument [Line Items]
Common stock issued (in shares) | shares		141,313,671
Equipment Notes | Notes Payable
Debt Instrument [Line Items]
Face amount			$ 270,000,000
Stated rate			12.00%
Net proceeds			$ 259,200,000
Annual amortization of principal percent			10.00%
Debt instrument, restrictive covenants, quarterly minimum liquidity		$ 125,000,000
Minimum liquidity		$ 75,000,000
Debt instrument, restrictive covenants, minimum liquidity, deposit						20,000,000		$ 20,000,000
Debt instrument, maturity trigger period		90 days
Debt redeemed				26,900,000		26,900,000
Amortization (accretion) of deferred financing costs and debt discount				2,200,000	$ 900,000	$ 2,700,000	$ 1,800,000
Equipment Notes | Notes Payable | Not subject to first-priority liens
Debt Instrument [Line Items]
Number of aircraft | aircraft						14
Equipment Notes | Notes Payable | Asset Pledged as Collateral
Debt Instrument [Line Items]
Number of aircraft | aircraft						108
Flight equipment				259,400,000		$ 259,400,000
Equipment Notes | Notes Payable | Aircraft
Debt Instrument [Line Items]
Number of aircraft | aircraft			134
Credit Agreement
Debt Instrument [Line Items]
Issuance costs										29,500,000
Credit Agreement | Term Loan and Revolving Credit Facility | Term Loan
Debt Instrument [Line Items]
Face amount	$ 390,000,000	$ 350,000,000
Stated rate		10.00%
Amortization (accretion) of deferred financing costs and debt discount				$ (1,700,000)		$ (4,100,000)
Proceeds from long-term debt, net	39,200,000	$ 343,000,000
Increment principal amount	40,000,000
Credit agreement interest rate		2.00%
Long-term debt	8,700,000									41,400,000
Unamortized debt issuance costs	700,000									3,400,000
Unamortized debt discount	30,600,000									$ 305,200,000
Credit Agreement | Term Loan and Revolving Credit Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate original principal amount	$ 100,000,000	$ 100,000,000

v3.24.2.u1

FAIR VALUE MEASUREMENTS - Schedule of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Nov. 09, 2023
Assets:
Total assets	$ 93
Liabilities:
Total liabilities	527,545	$ 554,068
Money market funds
Assets:
Money market funds	93	94
Total assets
Assets:
Total assets		94
Warrant liability - Public Warrants
Liabilities:
Warrant liability	70	7
Warrant liability - Private Warrants
Liabilities:
Warrant liability	40	5
Equipment Notes
Liabilities:
Long-term debt, fair value	229,635	256,256
Term Loan
Liabilities:
Long-term debt, fair value	297,800	297,800	$ 44,900
Level 1
Assets:
Total assets	93
Liabilities:
Total liabilities	0	7
Level 1 | Money market funds
Assets:
Money market funds	93	94
Level 1 | Total assets
Assets:
Total assets		94
Level 1 | Warrant liability - Public Warrants
Liabilities:
Warrant liability	0	7
Level 1 | Warrant liability - Private Warrants
Liabilities:
Warrant liability	0	0
Level 1 | Equipment Notes
Liabilities:
Long-term debt, fair value	0	0
Level 1 | Term Loan
Liabilities:
Long-term debt, fair value	0	0
Level 2
Assets:
Total assets	0
Liabilities:
Total liabilities	110	5
Level 2 | Money market funds
Assets:
Money market funds	0	0
Level 2 | Total assets
Assets:
Total assets		0
Level 2 | Warrant liability - Public Warrants
Liabilities:
Warrant liability	70	0
Level 2 | Warrant liability - Private Warrants
Liabilities:
Warrant liability	40	5
Level 2 | Equipment Notes
Liabilities:
Long-term debt, fair value	0	0
Level 2 | Term Loan
Liabilities:
Long-term debt, fair value	0	0
Level 3
Assets:
Total assets	0
Liabilities:
Total liabilities	527,435	554,056
Level 3 | Money market funds
Assets:
Money market funds	0	0
Level 3 | Total assets
Assets:
Total assets		0
Level 3 | Warrant liability - Public Warrants
Liabilities:
Warrant liability	0	0
Level 3 | Warrant liability - Private Warrants
Liabilities:
Warrant liability	0	0
Level 3 | Equipment Notes
Liabilities:
Long-term debt, fair value	229,635	256,256
Level 3 | Term Loan
Liabilities:
Long-term debt, fair value	$ 297,800	$ 297,800

v3.24.2.u1

FAIR VALUE MEASUREMENTS - Schedule of Changes in the Fair Value of the Warrant Liability (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of December 31, 2023	$ 12
Change in fair value of warrant liability	98
Fair value as of June 30, 2024	110
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of December 31, 2023	7
Change in fair value of warrant liability	63
Fair value as of June 30, 2024	$ 70
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in fair value of warrant liability
Private Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of December 31, 2023	$ 5
Change in fair value of warrant liability	35
Fair value as of June 30, 2024	$ 40
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in fair value of warrant liability

v3.24.2.u1

LEASES - Schedule of Components of Net Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases [Abstract]
Operating lease costs	$ 7,509	$ 9,641	$ 15,049	$ 21,335
Short-term lease costs	173	2,151	386	4,637
Variable lease costs	5,826	8,666	10,139	14,499
Total lease costs	$ 13,508	$ 20,458	$ 25,574	$ 40,471

v3.24.2.u1

LEASES - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows paid for operating leases	$ 15,604	$ 18,621
Right-of-use assets obtained in exchange for operating lease obligations	$ 3,017	$ 5,454

v3.24.2.u1

LEASES - Schedule of Supplemental Balance Sheet Information (Details)	Jun. 30, 2024	Jun. 30, 2023
Weighted-average remaining lease term (in years):
Operating leases	6 years 10 months 24 days	6 years 8 months 12 days
Weighted-average discount rate:
Operating leases	9.40%	9.20%

v3.24.2.u1

LEASES - Schedule of Maturities of Operating Leases (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Leases [Abstract]
2024 (remaining)	$ 14,409
2025	18,573
2026	11,107
2027	8,022
2028	6,803
2029 and Thereafter	36,609
Total lease payments	95,523
Less: Imputed interest	(26,812)
Total lease obligations	$ 68,711

v3.24.2.u1

STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Narrative (Details)				3 Months Ended		6 Months Ended		12 Months Ended
	May 20, 2024 USD ($)	Jul. 13, 2021 $ / shares shares	Jul. 12, 2021 plan	Jun. 30, 2024 USD ($) vote shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) tradingDay vote shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 shares	Nov. 15, 2023 USD ($)	Sep. 20, 2023 USD ($)	Jun. 07, 2023 shares	Jun. 30, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock, shares authorized (in shares)				1,525,000,000		1,525,000,000
Common stock authorized (in shares)				1,500,000,000		1,500,000,000		1,500,000,000
Preferred stock authorized (in shares)				25,000,000		25,000,000
Voting rights, non-citizen investors						1.00%
Number of equity-based compensation plans | plan			9
Warrant right to purchase shares (in shares)				0.1		0.1					0.1
Compensation expense | $				$ 14,268,000	$ 6,604,000	$ 25,479,000	$ 18,142,000
Shares withheld for employee taxes on vested equity (in shares)						393,218
Term Loan | Credit Agreement | Term Loan and Revolving Credit Facility
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Face amount | $									$ 390,000,000	$ 350,000,000
2021 LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)				30,100,000		30,100,000
Common Stock available for awards (in shares)						25,000,000		2,415,000
2022 Inducement Grant Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Inducement grant plan (up to) (in shares)												205,128
WUP Profits Interests
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining contractual term (in years)						7 years
Compensation expense | $						$ 0	100,000
WUP Profits Interests | MIP Plan VII
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)				3,100,000		3,100,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense | $				$ 0	400,000	$ 0	900,000
Stock options | WUP Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)				1,800,000		1,800,000
Service period (in years)						4 years
Vesting period (in years)						4 years
Aggregate intrinsic value | $				$ 0		$ 0
Weighted average remaining contractual term, exercisable (in years)						5 years
Weighted average remaining contractual term, outstanding (in years)						5 years
Stock options | 2021 LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period (in years)						3 years
Vesting period (in years)						3 years
Aggregate intrinsic value | $				0		$ 0
Weighted average remaining contractual term, exercisable (in years)						3 years 4 months 24 days
Weighted average remaining contractual term, outstanding (in years)						3 years 4 months 24 days
RSUs | 2021 LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation | $				$ 16,500,000		$ 16,500,000
Unrecognized compensation cost recognition period (in years)						2 years 7 months 6 days
Vested or will vest (in shares)						893,000
Nonvested awards (in shares)				4,908,000		4,908,000		1,848,000
RSUs | 2021 LTIP | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Service period (in years)						4 years
Vesting period (in years)						4 years
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation | $				$ 1,300,000		$ 1,300,000
Unrecognized compensation cost recognition period (in years)						2 years 3 months 18 days
PSUs | 2021 LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested or will vest (in shares)						0
Nonvested awards (in shares)				466,000		466,000		18,000
CEO Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Inducement grant plan (up to) (in shares)				73,000,000		73,000,000
CFO Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Inducement grant plan (up to) (in shares)				20,000,000		20,000,000
Executive Performance Award | 2022 CEO Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation | $				$ 221,600,000		$ 221,600,000
Unrecognized compensation cost recognition period (in years)						4 years 6 months
Number of trading day period prior to the applicable determination date | tradingDay						60
Vested or will vest (in shares)						0
Grant-date fair value | $	$ 43,900,000
Expected term (in years)	5 years 2 months 12 days
Compensation expense | $				11,100,000	0	$ 19,100,000	0
Executive Performance Award | 2022 CEO Awards | Third share price vesting threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights percentage						25.00%
Executive Performance Award | 2022 CEO Awards | Second share price vesting threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights percentage						25.00%
Executive Performance Award | 2022 CEO Awards | First share price vesting threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights percentage						25.00%
Executive Performance Award | 2022 CEO Awards | Share-Based Payment Arrangement, Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights percentage						25.00%
Executive Performance Award | CFO Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	4 years 10 months 24 days
Executive Performance Award | CCO Performance Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	4 years 8 months 12 days
RSUs, PSUs, and Market-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense | $				3,100,000	6,200,000	$ 6,300,000	11,900,000
Earnout Share
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense | $				$ 0	$ 0	$ 0	$ 1,400,000
Nonvested awards (in shares)		900,000
Earnout Share | Third share price vesting threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested awards (in shares)				3,000,000		3,000,000
Earnout Share | Second share price vesting threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested awards (in shares)				3,000,000		3,000,000
Earnout Share | First share price vesting threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested awards (in 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]
Weighted average remaining contractual term (in years)						1 year 8 months 12 days
Compensation expense | $						$ 57,900,000
CK Wheels
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Voting restrictions				23.90%		23.90%
Delta
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Voting restrictions				29.90%		29.90%
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock authorized (in shares)				1,500,000,000		1,500,000,000
Voting rights per share | vote				1		1
Common Class A | Stock options | WUP Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock exercisable for each outstanding stock option				1		1
Common Class A | Earnout Share | Third share price vesting threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting milestone (in dollars per share) | $ / shares		$ 175.00
Common Class A | Earnout Share | Second share price vesting threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting milestone (in dollars per share) | $ / shares		150.00
Common Class A | Earnout Share | First share price vesting threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting milestone (in dollars per share) | $ / shares		$ 125.00
Common Class B | First share price vesting threshold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum threshold days (in days)		20 days
Number of consecutive trading days (in days)		30 days

v3.24.2.u1

STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Schedule of Profits Interest Activity (Details) - WUP Profits Interests shares in Thousands	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of WUP Profits Interests
Beginning balance (in shares) | shares	2,881
Granted (in shares) | shares	0
Exchanged (in shares) | shares	0
Expired/forfeited (in shares) | shares	0
Ending balance (in shares) | shares	2,881
Weighted-Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 4.16
Granted (in dollars per share) | $ / shares	0
Exchanged (in dollars per share) | $ / shares	0
Expired/forfeited (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	$ 4.16

v3.24.2.u1

STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - Stock options - $ / shares shares in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
WUP Stock Option Plan
Number of WUP Stock Options
Beginning balance (in shares)	1,129
Granted (in shares)	0
Exercised (in shares)	0
Forfeited (in shares)	(124)
Expired (in shares)	0
Ending balance (in shares)	1,005
Exercisable (in shares)	1,005
Weighted- Average Exercise Price
Beginning balance (in dollars per share)	$ 75.45
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeited (in dollars per share)	74.58
Expired (in dollars per share)	0
Ending balance (in dollars per share)	75.56
Exercisable (in dollars per share)	75.56
Weighted-Average Grant Date Fair Value
Beginning balance (in dollars per share)	12.97	$ 12.64
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeited (in dollars per share)	9.92
Expired (in dollars per share)	0
Ending balance (in dollars per share)	12.97
Exercisable (in dollars per share)	$ 12.97
2021 LTIP
Number of WUP Stock Options
Beginning balance (in shares)	77
Granted (in shares)	0
Exercised (in shares)	0
Forfeited (in shares)	0
Expired (in shares)	0
Ending balance (in shares)	77
Exercisable (in shares)	77
Weighted- Average Exercise Price
Beginning balance (in dollars per share)	$ 100.00
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeited (in dollars per share)	0
Expired (in dollars per share)	0
Ending balance (in dollars per share)	100.00
Exercisable (in dollars per share)	100.00
Weighted-Average Grant Date Fair Value
Beginning balance (in dollars per share)	47.52	$ 47.52
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeited (in dollars per share)	0
Expired (in dollars per share)	0
Ending balance (in dollars per share)	47.52
Exercisable (in dollars per share)	$ 47.52

v3.24.2.u1

STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Schedule of LTIP RSUs and PSU (Details) - 2021 LTIP	6 Months Ended
	Jun. 30, 2024 $ / shares shares
RSUs
Number of PSUs
Beginning balance (in shares)	1,848,000
Granted (in shares)	4,408,000
Vested (in shares)	(893,000)
Forfeited (in shares)	(455,000)
Ending balance (in shares)	4,908,000
Weighted-Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 9.35
Granted (in dollars per share) | $ / shares	2.99
Vested (in dollars per share) | $ / shares	5.78
Forfeited (in dollars per share) | $ / shares	6.07
Ending balance (in dollars per share) | $ / shares	$ 4.59
RSUs | July 2022
Number of PSUs
Granted (in shares)	205,128
Vested (in shares)	(136,752)
Ending balance (in shares)	68,376
PSUs
Number of PSUs
Beginning balance (in shares)	18,000
Granted (in shares)	482,000
Vested (in shares)	0
Forfeited (in shares)	(34,000)
Ending balance (in shares)	466,000
Weighted-Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 2.89
Granted (in dollars per share) | $ / shares	3.07
Vested (in dollars per share) | $ / shares	0
Forfeited (in dollars per share) | $ / shares	3.07
Ending balance (in dollars per share) | $ / shares	$ 3.06

v3.24.2.u1

STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Schedule of Valuation Assumptions (Details) - Valuation Technique, Option Pricing Model	May 20, 2024
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Expected term (in years)	5 years 2 months 12 days
Volatility, minimum	65.00%
Volatility, maximum	70.00%
Volatility	60.00%
Risk-free rate, maximum	4.40%
Risk-free rate, minimum	4.10%
Risk-free rate	4.30%
Expected dividend rate	0.00%
Minimum
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Expected term (in years)	4 years 8 months 12 days
Expected dividend rate	0.00%
Maximum
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Expected dividend rate	0.00%

v3.24.2.u1

STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	$ 14,268	$ 6,604	$ 25,479	$ 18,142
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	816	1,092	1,562	2,271
Technology and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	353	673	636	1,157
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	132	641	267	1,341
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	$ 12,967	$ 4,198	$ 23,014	$ 13,373

v3.24.2.u1

WARRANTS (Details) - $ / shares	Jun. 30, 2024	Jun. 07, 2023	Jul. 13, 2021	Jul. 12, 2021
Class of Warrant or Right [Line Items]
Warrant right to purchase shares (in shares)	0.1	0.1
Warrants, exercise price (in dollars per share)	$ 115.00		$ 115.00
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				7,991,544
Private Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				4,529,950

v3.24.2.u1

NON-CONTROLLING INTERESTS - Schedule of Calculation of Non-controlling Interests (Details)	Jun. 30, 2024 shares	Dec. 31, 2023 shares
Noncontrolling Interest [Abstract]
Number of WUP common units held by Wheels Up (in shares)	697,663,854	696,856,131
Number of vested WUP profits interests attributable to non-controlling interests (in shares)	0	0
Total WUP common units and vested WUP profits interests outstanding (in shares)	697,663,854	696,856,131
Number of WUP common units held by Wheels Up	1.000	1.000
Number of vested WUP profits interests attributable to non-controlling interests	0	0
Total WUP common units and vested WUP profits interests outstanding	1.000	1.000
Units issuable upon conversion of vested and unvested profits interests (in shares)	0

v3.24.2.u1

NON-CONTROLLING INTERESTS - Narrative (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Noncontrolling Interest [Abstract]
Weighted average ownership percentage by parent (as a percent)	0	0	0	0

v3.24.2.u1

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Sales and excise tax payable	$ 10.5	$ 10.5

v3.24.2.u1

RELATED PARTIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Costs and expenses	$ 275,475	$ 488,049	$ 555,161	$ 936,511
Incurred expenses in accrued expenses	88,124		88,124		$ 102,475
Other non-current liabilities	14,743		14,743		18,655
Affiliated Entity | Commercial Cooperation Agreement
Related Party Transaction [Line Items]
Costs and expenses	1,000	$ 500	1,100	$ 1,100
Incurred expenses in accrued expenses	2,100		2,100		400
Other non-current liabilities	$ 1,400		$ 1,400		$ 3,600

v3.24.2.u1

RESTRUCTURING AND RELATED CHARGES - Narrative (Details) - March 2023 Restructuring Plan - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Mar. 01, 2023
Restructuring Cost and Reserve [Line Items]
Pre tax charges			$ 14,000
Restructuring charges		$ 17,700
Total restructuring expenses	$ 10,520

v3.24.2.u1

RESTRUCTURING AND RELATED CHARGES - Schedule of Restructuring and Related Costs (Details) - March 2023 Restructuring Plan $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Total restructuring expenses	$ 10,520
Cost of revenue
Restructuring Cost and Reserve [Line Items]
Total restructuring expenses	755
Technology and development
Restructuring Cost and Reserve [Line Items]
Total restructuring expenses	2,299
Sales and marketing
Restructuring Cost and Reserve [Line Items]
Total restructuring expenses	2,058
General and administrative
Restructuring Cost and Reserve [Line Items]
Total restructuring expenses	$ 5,408

v3.24.2.u1

INCOME TAXES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 441,000	$ (16,000.0)	$ 327,000	$ 172,000
Effective income tax rate	(0.50%)	0.00%	(0.20%)	(0.10%)

v3.24.2.u1

NET LOSS PER SHARE - Schedule of Basic and Diluted Net Income (Loss) per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net loss attributable to Wheels Up Experience Inc. - basic	$ (96,973,000)	$ (160,593,000)	$ (194,366,000)	$ (261,459,000)
Net loss attributable to Wheels Up Experience Inc. - diluted	$ (96,973,000)	$ (160,593,000)	$ (194,366,000)	$ (261,459,000)
Denominator:
Weighted-average shares of Class A common stock outstanding - basic (in shares)	697,458,966	25,570,200	697,403,388	25,446,199
Weighted-average shares of Class A common stock outstanding - diluted (in shares)	697,458,966	25,570,200	697,403,388	25,446,199
Basic net loss per share of Class A common stock (in dollars per share)	$ (0.14)	$ (6.28)	$ (0.28)	$ (10.27)
Diluted net loss per share of Class A common stock (in dollars per share)	$ (0.14)	$ (6.28)	$ (0.28)	$ (10.27)
Dividends declared	$ 0	$ 0	$ 0	$ 0

v3.24.2.u1

NET LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 07, 2023	Jul. 13, 2021
Earnings Per Share [Abstract]
Warrants, exercise price (in dollars per share)	$ 115.00			$ 115.00
Warrant right to purchase shares (in shares)	0.1		0.1
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	9,693,439	6,370,879
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	1,252,149	1,252,149
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	900,000	900,000
RSUs and PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	6,459,297	2,898,439
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	1,081,993	1,320,291

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