---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-119142"
form_type: "8-K"
ticker: "UP"
cik: "0001819516"
company_name: "Wheels Up Experience Inc."
filed_at: "2023-11-16T23:59:59+00:00"
generated_at: "2026-06-08T01:23:15.301151+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Wheels Up closes $40M incremental term loan; lenders now hold ~95% of equity after deferred share issuance

## Summary
- Incremental $40M term loan closed on Nov 15, 2023; total term loan now $390M plus $100M revolver.
- Lenders issued additional deferred shares, now holding ~95% of fully diluted equity as of Sept 15, 2023.
- New lenders include Kore Capital and funds managed by Whitebox Advisors; join existing lenders Delta, Certares, Knighthead, Cox.
- Stockholders approved charter amendments: increase authorized common to 1.5B shares, permit written consent, remove supermajority vote requirement.
- CEO expects cash balance flat to up vs Q3, citing stabilization and proceeds from new term loan.

## SEC filing metadata
- accession: 0001104659-23-119142
- form_type: 8-K
- ticker: UP
- cik: 0001819516
- company_name: Wheels Up Experience Inc.
- filed_at: 2023-11-16T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 5.03, 3.02, 2.03, 5.07, 3.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1819516/000110465923119142/0001104659-23-119142-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1819516/000110465923119142/tm2330660d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-119142
- JSON: https://secwatch.observer/filing/0001104659-23-119142.json
- Plain text: https://secwatch.observer/filing/0001104659-23-119142.txt

## Key facts
- Governance Changes
  Wheels Up Experience Inc.: Amended and restated bylaws with clarifications on quorum, stockholder list, meeting procedures, written consent alignment, director nominations, lead independent director, share consideration, foreign stock record, severability, notice methods, and stockholder bylaw adoption (effective 2023-11-15).
  - Change: bylaw amendment
  - Effective: 2023-11-15
  source text: on November 9, 2023, the Company’s Board of Directors (the “Board”) approved and adopted the Amended and Restated By-Laws of the Company, effective as of November 15, 2023 (the “A&R By-Laws”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923119142/0001104659-23-119142-index.htm
- Governance Changes
  Wheels Up Experience Inc.: Amended and restated certificate of incorporation to increase authorized common shares from 250M to 1.5B, permit stockholder written consent, remove supermajority vote requirement for certain articles, and clarify severability clause (effective 2023-11-15).
  - Change: charter amendment
  - Effective: 2023-11-15
  source text: On November 15, 2023, the Company filed an Amended and Restated Certificate of Incorporation (the “A&R Certificate of Incorporation”) with the Delaware Secretary of State to implement the Certificate of Incorporation Amendments, which became effective upon filing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923119142/0001104659-23-119142-index.htm
- Material Agreements
  Wheels Up Experience Inc. amended Amendment No. 1 to Credit Agreement with Whitebox Multi-Strategy Partners, LP, Whitebox Relative Value Partners, LP, Pandora Select Partners, LP, Whitebox GT Fund, LP and Kore Fund Ltd valued at $40.0 million (effective 2023-11-15).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Whitebox Multi-Strategy Partners, LP, Whitebox Relative Value Partners, LP, Pandora Select Partners, LP, Whitebox GT Fund, LP and Kore Fund Ltd
  - Value: $40.0 million
  - Effective: 2023-11-15
  source text: Amendment No. 1 to Credit Agreement As previously disclosed by Wheels Up Experience Inc. (the “Company” or “Wheels Up”) in a Current Report on Form 8-K filed with the U.S.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000110465923119142/0001104659-23-119142-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.