There will be a problem if the person you sell/transfer it to does not have a qualifying older version that will allow them to use the upgrade version.
Here is some other info that might be helpful for you...
Reselling Adobe Software
If my serial number was tied to my education account, does that matter? I can't transfer education license but would that prevent me from transferring upgrade, assuming the new user had a qualifying older version?
As far as I know, which is not all that much, if you can sell/transfer an upgrade it does not matter what it upgraded. Look thru the information in the link I provided in my original response. It should outline all requirements and prohibitions.