{"schema_version":"secwatch.filing_event.v1","accession":"0001819516-23-000047","form_type":"8-K","ticker":"UP","cik":"0001819516","company_name":"Wheels Up Experience Inc.","filed_at":"2023-08-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:35.424579+00:00","generated_at":"2026-06-11T12:23:28.564703+00:00","sec_items":["1.01","2.02","2.03","9.01"],"event_type":"earnings","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Wheels Up Q2 revenue down 21% to $335M; net loss $161M including $70M goodwill impairment; secures $15M Delta loan","bullets":["Revenue $335M vs $425.5M YoY (-21%); Net loss $160.6M (up from $92.8M) includes $70M non-cash goodwill impairment.","Adjusted EBITDA loss improved to $40.3M from $46.9M YoY; active members down 8% to 11,639; live flight legs down 16% to 18,137.","Secured up to $15M secured promissory note from Delta at 10% interest, $10M received Aug 9, $5M Aug 11; maturity Feb 4, 2024.","Grace period extended to Aug 15, 2023 for $270M equipment notes; additional covenants include $5M daily cash minimum and restrictions.","Non-binding LOI to divest non-core aircraft management to Airshare; licensed Avianis to Portside; member programs shift to high-density regions."],"urls":{"canonical":"https://secwatch.observer/filing/0001819516-23-000047","json":"https://secwatch.observer/filing/0001819516-23-000047.json","markdown":"https://secwatch.observer/filing/0001819516-23-000047.md","text":"https://secwatch.observer/filing/0001819516-23-000047.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1819516/000181951623000047/0001819516-23-000047-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1819516/000181951623000047/up-20230808.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T12:23:28.564703+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"87624f2e02b811dc50112ce89eb68f87c9da47dc","claim":"Wheels Up Experience Inc. incurred loan of up to $15.0 million with Delta Air Lines, Inc. at 10% per annum maturing February 4, 2024.","evidence_excerpt":"On August 8, 2023, Wheels Up Experience Inc. (the “Company”) entered into a Secured Promissory Note (the “Note”) with Delta Air Lines, Inc., as Payee (“Delta”), pursuant to which Delta committed to fund a principal amount of up to $15.0 million","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1819516/000181951623000047/0001819516-23-000047-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"up to $15.0 million"},{"label":"Counterparty","value":"Delta Air Lines, Inc."},{"label":"Rate","value":"10% per annum"},{"label":"Maturity","value":"February 4, 2024"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"ff4731528fb17bf9e6471daa734689c0046a8331","claim":"Wheels Up Experience Inc. reported the second quarter, which ended June 30, 2023 results: revenue $335 million, net income $161 million.","evidence_excerpt":"Revenue decreased $90 million year-over-year to $335 million","evidence_source":"SEC 8-K Item 2.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1819516/000181951623000047/0001819516-23-000047-index.htm","confidence":0.95,"family_label":"Earnings Releases","details":[{"label":"Period","value":"the second quarter, which ended June 30, 2023"},{"label":"Revenue","value":"$335 million"},{"label":"Net income","value":"$161 million"},{"label":"Result","value":"reported results"}],"fact_type":"earnings_release"},{"claim_id":"76c4f0c778462f145b676082e2834950ee45c333","claim":"Wheels Up Experience Inc. entered into Secured Promissory Note with Delta Air Lines, Inc. valued at Up to $15.0 million principal amount (effective 2023-08-08).","evidence_excerpt":"On August 8, 2023, Wheels Up Experience Inc. (the “Company”) entered into a Secured Promissory Note (the “Note”) with Delta Air Lines, Inc., as Payee (“Delta”), pursuant to which Delta committed to fund a principal amount of up to $15.0 million, of which $10.0 million was received on August 9, 2023 and $5.0 million was received on August 11, 2023.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1819516/000181951623000047/0001819516-23-000047-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Delta Air Lines, Inc."},{"label":"Value","value":"Up to $15.0 million principal amount"},{"label":"Effective","value":"2023-08-08"}],"fact_type":"material_agreement"},{"claim_id":"e41ce72afdfb500d80f16f52755e1bf6131ce794","claim":"Wheels Up Experience Inc. amended Letter Agreement regarding Equipment Notes grace period extension with Wilmington Trust, National Association (as facility agent, security trustee, mortgagee, subordination agent and loan trustee); Wheels Up Class A-1 Loan Trust 2022-1; lenders party to the Loan Agreement valued at Extended grace period for payment of principal and interest due under Equipment Notes to August 11, (effective 2023-08-09).","evidence_excerpt":"On August 9, 2023, WUP entered into a letter agreement (the “Letter Agreement”), with WTNA, as facility agent, security trustee, mortgagee, subordination agent and loan trustee, the Trust, as Class A-1 Trust, borrower and note holder, and the lenders from time to time party to the Loan Agreement, pursuant to which the grace period for the payment of principal and interest currently due under the Equipment Notes was extended until August 11, 2023.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1819516/000181951623000047/0001819516-23-000047-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Wilmington Trust, National Association (as facility agent, security trustee, mortgagee, subordination agent and loan trustee); Wheels Up Class A-1 Loan Trust 2022-1; lenders party to the Loan Agreement"},{"label":"Value","value":"Extended grace period for payment of principal and interest due under Equipment Notes to August 11,"},{"label":"Effective","value":"2023-08-09"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}