| Item 1. | |
| (a) | Name of issuer:
Wheels Up Experience Inc. |
| (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) Kore Advisors LP, a Delaware limited partnership ("KA"); and (ii) Kore Fund Ltd., a Cayman Islands Exempted Company ("KF"). |
| (b) | Address or principal business office or, if none, residence:
The address of the business office of KA and KF is: 1501 Corporate Drive, Suite 120, Boynton Beach, FL 33426 |
| (c) | Citizenship:
KA is organized under the laws of the State of Delaware; KF is under the Cayman Islands. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
|
| 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 KA and KF is deemed to be the beneficial owner of 770,231 shares of Class A Common Stock as a result of the ownership of 770,231 shares of Class A Common Stock by KF, which is a client of KA. |
| (b) | Percent of class:
Each of KA and KF is deemed to beneficially own approximately 2.12% 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:
0
|
| | (ii) Shared power to vote or to direct the vote:
770,231
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
770,231
|
| 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.
KF has 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. |
| |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B Attached hereto. |
| 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. 2 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 Whitebox Advisors LLC and Whitebox General Partner LLC with respect to the Class A Common Stock of the Issuer has been dissolved. |