WSUPW Wheels Up Experience Inc.
Price Chart
Executive Summary
Wheels Up filed Amendment No. 1 to its S-3 shelf registration to register 14,814,357 shares of common stock for resale by existing investors (CK Wheels, Kore Air, Whitebox entities) who received these shares in 2023 private placements tied to a $390M term loan. The company receives no proceeds from these resales. This filing unlocks the ability for major holders to sell into the market, creating significant overhang on a stock trading at $8.82 with only ~36.2M shares outstanding.
Actionable Insight
The registration of ~41% of outstanding shares for resale by major holders creates massive overhang. Monitor for actual selling volume post-effectiveness. The company's heavy debt load ($552M+ combined on 2023 facilities, plus new $100M 2026 Term Loan) with no principal repayments made suggests continued financial distress. The 1-for-20 reverse split on April 24, 2026 and the new $100M loan at 12% PIK interest indicate the company remains in a precarious capital position.
Key Facts
- Registration of 14,814,357 shares for resale by selling securityholders (CK Wheels LLC, Kore Air LLC, Whitebox entities)
- Shares represent ~40.9% of the 36,229,137 shares outstanding as of the Determination Date (May 15, 2026)
- Company will not receive any proceeds from these sales
- Shares were originally issued in September and November 2023 private placements totaling 33,561,944 shares
- Lock-up restrictions for CK Wheels and Cox expired May 22, 2026; Delta's lock-up extended to May 22, 2027
- Common stock trades on NYSE under symbol 'UP'; last reported price $8.82 on May 29, 2026
- Company has $501.6M outstanding on 2023 Term Loan (including PIK interest) and $50.5M on 2023 Revolving Credit Facility as of March 31, 2026
- New $100M unsecured 2026 Term Loan was entered on May 29, 2026, with 12% PIK interest
- No principal or interest has been repaid on the 2023 Term Loan or 2023 Revolving Credit Facility
Financial Impact
Up to 14.8M shares registered for resale, representing ~40.9% of current outstanding shares at ~$8.82/share, implying a potential market overhang of ~$130.7M at current prices
Risk Factors
- Massive dilution risk as ~41% of outstanding shares become eligible for resale
- Company has $501.6M in term loan debt (10% PIK) and $50.5M revolver outstanding with no principal repayments made
- New $100M unsecured term loan at 12% PIK interest adds further leverage
- Reverse stock split (1-for-20) on April 24, 2026 suggests stock was at risk of delisting
- Citizenship limitations restrict voting rights for certain holders, potentially complicating governance
Market Snapshot
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3/A Filing (Primary) | 0001104659-26-069019 |
| Document: tm2614180d3_ex23-1.htm | 0001104659-26-069019 |
| Document: 0001104659-26-069019-index-headers.html | 0001104659-26-069019 |
| Document: 0001104659-26-069019-index.html | 0001104659-26-069019 |
| Document: 0001104659-26-069019.txt | 0001104659-26-069019 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
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Jun 11, 2026
2d ago
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3
| — | awaiting T+20 | — | — |
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Jun 10, 2026
2d ago
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8-K
| — | awaiting T+20 | — | — |
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Jun 8, 2026
5d ago
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EFFECT
| — | awaiting T+20 | — | — |
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Jun 1, 2026
11d ago
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S-3/A
| — | awaiting T+20 | — | — |
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Jun 1, 2026
11d ago
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8-K
| — | awaiting T+20 | — | — |
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Apr 29, 2026
6w ago
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8-K
| — | awaiting T+20 | — | — |
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Apr 27, 2026
6w ago
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8-K
| — | awaiting T+20 | — | — |
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Apr 24, 2026
7w ago
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DEFA14A
| — | awaiting T+20 | — | — |
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Apr 14, 2026
8w ago
|
8-K
| — | awaiting T+20 | — | — |
US Market Status
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