Wheels Up Experience Inc. received an updated ownership report from Whitebox Advisors LLC and Whitebox General Partner LLC. As of June 30, 2026, the firms are deemed to be the beneficial owners of 1,021,597 shares of Class A Common Stock, representing approximately 2.8% of the outstanding Class A Common Stock, based on 36,270,704 shares outstanding as of that date. They hold shared voting power over 424,004 shares and shared dispositive power over 1,021,597 shares, with no sole voting or dispositive power. Voting rights for shares held by Whitebox clients who are not U.S. citizens are collectively limited to 1% of all Class A Common Stock entitled to vote. The filing also states that, effective upon this Amendment No. 3, the group that may have been formed among the Reporting Persons and Kore Fund Ltd. and Kore Advisors LP with respect to this stock has been dissolved.
Positive
None.
Negative
None.
Key Figures
Beneficial ownership:1,021,597 sharesOwnership percentage:2.8%Shares outstanding:36,270,704 shares+3 more
6 metrics
Beneficial ownership1,021,597 sharesClass A Common Stock beneficially owned by Whitebox entities as of June 30, 2026
Ownership percentage2.8%Percent of Wheels Up Class A Common Stock beneficially owned by Whitebox entities
Shares outstanding36,270,704 sharesWheels Up Class A Common Stock outstanding as of June 30, 2026
Shared voting power424,004 sharesShares over which Whitebox entities have shared power to vote or direct the vote
Shared dispositive power1,021,597 sharesShares over which Whitebox entities have shared power to dispose or direct disposition
Non-U.S. client voting cap1% of all Class A sharesCollective voting rights limit for non-U.S. citizen clients of Whitebox
Key Terms
beneficial owner, shared voting power, shared dispositive power, Ownership of 5 Percent or Less of a Class, +1 more
5 terms
beneficial ownerfinancial
"each of WA and WGP is deemed to be the beneficial owner of 1,021,597 shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerfinancial
"Shared Voting Power 424,004.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 1,021,597.00"
Ownership of 5 Percent or Less of a Classregulatory
"Item 5. | Ownership of 5 Percent or Less of a Class."
Notice of Dissolution of Groupregulatory
"Item 9. | Notice of Dissolution of Group."
FAQ
What percentage of Wheels Up (UP) does Whitebox currently beneficially own?
Whitebox entities are deemed to beneficially own 1,021,597 shares of Wheels Up Class A Common Stock, representing approximately 2.8% of the class, based on 36,270,704 shares outstanding as of June 30, 2026.
How many Wheels Up (UP) shares does Whitebox have voting and dispositive power over?
Whitebox reports shared voting power over 424,004 shares and shared dispositive power over 1,021,597 shares of Wheels Up Class A Common Stock, with no sole voting or sole dispositive power over any shares.
What is the significance of the 1% voting limitation mentioned for Wheels Up (UP)?
For Whitebox clients who are not U.S. citizens, voting rights on their Wheels Up shares are collectively limited to 1% of all Class A Common Stock entitled to vote at a stockholder meeting, reflecting regulatory citizenship constraints.
Has the ownership group involving Whitebox and Kore entities in Wheels Up (UP) changed?
Yes. The filing states that, effective upon Amendment No. 3, the group that may have been formed among Whitebox entities, Kore Fund Ltd., and Kore Advisors LP regarding Wheels Up Class A Common Stock has been dissolved under Section 13(d)(3).
Why does Whitebox report owning 5 percent or less of Wheels Up (UP) stock?
Whitebox reports beneficial ownership of approximately 2.8% of Wheels Up Class A Common Stock, which is 5 percent or less of the class. This status is formally noted in the ownership section of the Schedule 13G/A.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Wheels Up Experience Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
96328L304
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
96328L304
1
Names of Reporting Persons
WHITEBOX ADVISORS LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
424,004.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,021,597.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,021,597.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
96328L304
1
Names of Reporting Persons
WHITEBOX GENERAL PARTNER LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
424,004.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,021,597.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,021,597.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Wheels Up Experience Inc.
(b)
Address of issuer's principal executive offices:
2135 American Way, Chamblee, Georgia, 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" and, together with WA, the "Reporting Persons").
(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
(e)
CUSIP No.:
96328L304
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 associations 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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of June 30, 2026, each of WA and WGP is deemed to be the beneficial owner of 1,021,597 shares of Class A Common Stock, as a result of WA's clients' ownership of 1,021,597 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 section 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:
As of June 30, 2026, each of WA and WGP is deemed to beneficially own approximately 2.8% of the shares of Class A Common Stock outstanding.
Percent of class is calculated based on 36,270,704 shares of Class A Common Stock outstanding as of June 30, 2026, as reported in the Issuer's quarterly report on Form 10-Q filed on August 5, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
WA and WGP: 0
(ii) Shared power to vote or to direct the vote:
WA and WGP: 424,004
(iii) Sole power to dispose or to direct the disposition of:
WA and WGP: 0
(iv) Shared power to dispose or to direct the disposition of:
WA and WGP: 1,021,597
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Effective upon the filing of this Amendment No. 3 to Schedule 13G, the "group", within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, that may be deemed to have been formed among the Reporting Persons and each of Kore Fund Ltd. and Kore Advisors LP with respect to the Class A Common Stock of the Issuer has been dissolved.
Item 10.
Certifications:
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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
