| 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.:
96328L205 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of September 30, 2025, each of KA and KF is deemed to be the beneficial owner of 17,006,507 shares of Class A Common Stock as a result of the ownership of 17,006,507 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 2.4% of the shares of Class A Common Stock outstanding.
Percent of class is calculated based on 720,346,459 shares of Class A Common Stock outstanding as of September 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed on November 5, 2025. |
| (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:
17,006,507
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
17,006,507
|
| Item 5. | 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. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member 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 Whitebox Advisors LLC and Whitebox General Partner LLC (together, "Whitebox"). The group formed thereby may be deemed to beneficially own, in the aggregate, 45,371,593 shares of Class A Common Stock, representing approximately 6.3% of the shares of Class A Common Stock outstanding. It is the understanding of the Reporting Persons that Whitebox will be filing an amendment to its previously filed 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 Whitebox may be deemed to beneficially own. |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(b)
Rule 13d-1(c)