Amendment: SEC Form SC 13G/A filed by Wheels Up Experience Inc.

Wheels Up Experience Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

96328L205

(CUSIP Number)

September 13, 2024

(Date of Event Which Requires Filing of this Statement)

Item 1.

(a).

Name of Issuer:

Wheels Up Experience Inc. (the “Issuer”)

(b).

Address of Issuer’s principal executive offices:

2135 American Way, Chamblee, GA 30341

Item 2.

(a).

Name of person filing:

This statement is filed by:

(i)

Whitebox Advisors LLC, a Delaware limited liability company (“WA”); and

(ii)

Whitebox General Partner LLC, a Delaware limited liability company (“WGP”).

(b).

Address or principal business office or, if none, residence:

The address of the business office of WA and WGP is:

3033 Excelsior Boulevard

Suite 500

Minneapolis, MN 55416

(c).

Citizenship:

WA and WGP are organized under the laws of the State of Delaware.

(d).

Title of class of securities:

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)

(e).

CUSIP No.:

96328L205

Item 3.

If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

☐

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

(a)

Amount beneficially owned:

Each of WA and WGP is deemed to be the beneficial owner of 43,028,201 shares of Class A Common Stock, as a result of WA’s clients’ ownership of 43,028,201 shares of Class A Common Stock.

 

The voting rights over the shares of Class A Common Stock owned by clients of WA that are not “citizens of the United States” (as defined in 49 USC § 40102(a)(15)(C)) are limited to, collectively, 1% of all shares of Class A Common Stock entitled to vote at a meeting of the Issuer’s stockholders.

(b)

Percent of class:

Each of WA and WGP is deemed to beneficially own approximately 6.2% of the shares of Class A Common Stock outstanding.

Percent of class is calculated based on 697,663,854 shares of Class A Common Stock outstanding as of August 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed on August 8, 2024.

(c)

Number of shares as to which the person has:

WA and WGP:

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote

9,558,330

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

43,028,201

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

WA’s clients are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Effective September 13, 2024, the Reporting Persons may be deemed to have formed a “group”, within the meaning of Section 13(d)(3) of the Act, with each of Kore Fund Ltd. and Kore Advisors LP (together, “Kore”). The group formed thereby may be deemed to beneficially own, in the aggregate, 68,845,122 shares of Class A Common Stock, representing approximately 9.87% of the shares of Class A Common Stock outstanding. It is the understanding of the Reporting Persons that Kore will be filing a separate Schedule 13G pursuant to Rule 13d-1(k)(2). The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that Kore may be deemed to beneficially own.

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

September 23, 2024

(Date)

WHITEBOX ADVISORS LLC

/s/ Lisa Conrad

(Signature)

Lisa Conrad

General Counsel & Chief Compliance Officer

(Name/Title)

September 23, 2024

(Date)

WHITEBOX GENERAL PARTNER LLC

/s/ Lisa Conrad

(Signature)

Lisa Conrad

Authorized Signatory

(Name/Title)

September 23, 2024

(Date)

WHITEBOX ADVISORS LLC

/s/ Lisa Conrad

(Signature)

Lisa Conrad

General Counsel & Chief Compliance Officer

(Name/Title)

September 23, 2024

(Date)

WHITEBOX GENERAL PARTNER LLC

/s/ Lisa Conrad

(Signature)

Lisa Conrad

Authorized Signatory

(Name/Title)