Kate Upton says her dance card for May is booked solid — so she can’t make the prom.

The swimsuit cover girl was flattered when LA high-school senior Jake Davidson asked her to his May 23 prom via a YouTube video, “but I just don’t know if I can make it work. But I really appreciated being asked — it made me feel really great!” she told People.

“This video was creative and funny. It made me laugh.”