الإحصائيات الأساسية
| CIK | 1885461 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ShoulderUp Technology Acquisit Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41076 SHOULDERUP TECHNOLOGY ACQUISITION CORP. (Exact name of registrant |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHOULDERUP TECHNOLOG |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41076 ShoulderUp Tec |
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| May 7, 2025 |
Exhibit 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 320,000,000 shares of common stock, $0.0001 par value each, including 300,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following descript |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 (April 22, 2025) ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdicti |
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| April 29, 2025 |
ShoulderUp Technology Acquisition Corp. Announces Proposed $7 Million PIPE and ELOC Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces Proposed $7 Million PIPE and ELOC Kennesaw, GA, April 22, 2025 (GLOBE NEWSWIRE) - ShoulderUp Technology Acquisition Corp. (“ShoulderUp” or the “Company”) announced that in connection with its pending business combination with SEE ID, Inc. (“SEE ID”), ShoulderUp and SEE ID, subject to market and other conditions, intend to pursue variou |
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| April 29, 2025 |
ShoulderUp Technology Acquisition Corp. Announces Proposed $7 Million PIPE and ELOC Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces Proposed $7 Million PIPE and ELOC Kennesaw, GA, April 22, 2025 (GLOBE NEWSWIRE) - ShoulderUp Technology Acquisition Corp. (“ShoulderUp” or the “Company”) announced that in connection with its pending business combination with SEE ID, Inc. (“SEE ID”), ShoulderUp and SEE ID, subject to market and other conditions, intend to pursue variou |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 (April 22, 2025) ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdicti |
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| April 22, 2025 |
Exhibit 10.2 FORFEITURE AGREEMENT This Forfeiture Agreement (this “Agreement”) is made and entered into effective as of April 17, 2025, by and between (the “Investor”), ShoulderUp Technology Acquisition Corp. (“SUAC”), and ShoulderUp Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Investor, SUAC, and Sponsor are referred to in this Agreement individually as a “Party” |
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| April 22, 2025 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of April 17, 2025 by and among ShoulderUp Technology Acquisition Corp., a Delaware corporation (“SUAC” or the “Company”), CID Holdco, Inc., a Delaware Corporation (“Holdings”) and the undersigned investor (“Investor”). RECITALS WHEREAS, SUAC has held a special meeting of stockholders (the “BC Meeti |
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| April 22, 2025 |
Exhibit 10.2 FORFEITURE AGREEMENT This Forfeiture Agreement (this “Agreement”) is made and entered into effective as of April 17, 2025, by and between (the “Investor”), ShoulderUp Technology Acquisition Corp. (“SUAC”), and ShoulderUp Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Investor, SUAC, and Sponsor are referred to in this Agreement individually as a “Party” |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorporati |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorporati |
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| April 22, 2025 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of April 17, 2025 by and among ShoulderUp Technology Acquisition Corp., a Delaware corporation (“SUAC” or the “Company”), CID Holdco, Inc., a Delaware Corporation (“Holdings”) and the undersigned investor (“Investor”). RECITALS WHEREAS, SUAC has held a special meeting of stockholders (the “BC Meeti |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ¨ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| February 13, 2025 |
EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, $0.0001 par value per share, of ShoulderUp Technology Acquisition Corp. dated as of February 13, 2025, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf |
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| February 13, 2025 |
EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Louis M. Bacon, hereby make constitute and appoint each of James E. Kaye and James Danza, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief Executive Officer of each of Moore Capital Management, LP and Moore Capita |
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| February 12, 2025 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOULDERUP TECHNOLOGY ACQUISITION CORP. February 6, 2025 ShoulderUp Technology Acquisition Corp., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the corporation is ShoulderUp Technology Acquisition Corp. The corporation |
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| February 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 (February 6, 2025) ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Juris |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2025 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpora |
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| January 24, 2025 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOULDERUP TECHNOLOGY ACQUISITION CORP ShoulderUp Technology Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is ShoulderUp Technology Acquisition Corp. T |
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| January 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| January 3, 2025 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOULDERUP TECHNOLOGY ACQUISITION CORP ShoulderUp Technology Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is ShoulderUp Technology Acquisition Corp. T |
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| January 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2025 (December 30, 2024) ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisd |
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| January 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHOULDERUP TECHN |
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| November 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHO |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpor |
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| November 22, 2024 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOULDERUP TECHNOLOGY ACQUISITION CORP ShoulderUp Technology Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is ShoulderUp Technology Acquisition Corp. T |
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| November 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 (November 19, 2024) ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Juri |
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| November 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. |
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| November 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2024 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpor |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2024 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpor |
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| November 14, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpor |
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| November 14, 2024 |
Exhibit 99.2 Exclusivity Agreement This Exclusivity Agreement (“Agreement”) is entered into as of November 11 2024, by and between Dot Ai, a NV corporation with its principal place of business at 5661 S Cameron St, Las Vegas, NV 89118 (“Dot Ai”), and Würth Industry North America LLC, a Delaware limited liability company with an office at 598 Chaney Ave, Greenwood, Indiana 46143 (“Wurth”). Dot Ai “ |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpor |
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| November 14, 2024 |
SUAC / ShoulderUp Technology Acquisition Corp. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G/A 1 firtree-suac093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ShoulderUP Technology Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 82537G104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this S |
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| November 14, 2024 |
Exhibit 99.1 Dot Ai and Würth Industry North America Announce Exclusive Partnership to Deploy Dot Ai’s AI-Driven Tracking Solutions for the Manufacturing Industry LAS VEGAS & GREENWOOD November 14, 2024 – SEE ID, Inc. doing business as Dot Ai (“Dot Ai”), a pioneering startup at the forefront of asset intelligence technology, and Würth Industry North America (WINA), a leading industrial distributor |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| November 14, 2024 |
Exhibit 99.1 Dot Ai and Würth Industry North America Announce Exclusive Partnership to Deploy Dot Ai’s AI-Driven Tracking Solutions for the Manufacturing Industry LAS VEGAS & GREENWOOD November 14, 2024 – SEE ID, Inc. doing business as Dot Ai (“Dot Ai”), a pioneering startup at the forefront of asset intelligence technology, and Würth Industry North America (WINA), a leading industrial distributor |
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| November 14, 2024 |
Exhibit 99.2 Exclusivity Agreement This Exclusivity Agreement (“Agreement”) is entered into as of November 11 2024, by and between Dot Ai, a NV corporation with its principal place of business at 5661 S Cameron St, Las Vegas, NV 89118 (“Dot Ai”), and Würth Industry North America LLC, a Delaware limited liability company with an office at 598 Chaney Ave, Greenwood, Indiana 46143 (“Wurth”). Dot Ai “ |
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| November 13, 2024 |
SC 13G/A 1 suaca1111324.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SHOULDERUP TECHNOLOGY ACQUISITION CORP. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 82537G104 (CUSIP Number) September 30, 2024 (Date of Event which Requir |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| November 6, 2024 |
ShoulderUp Technology Acquisition Corp. 125 Townpark Drive Suite 300 Kennesaw, Georgia 30144 November 6, 2024 VIA OVERNIGHT COURIER AND EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Stacie Gorman Jeffrey Gabor Re: ShoulderUp Technology Acquisition Corp. Amendment No. 1 to Preliminary Proxy Statement on Schedu |
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| November 4, 2024 |
ShoulderUp Technology Acquisition Corp. 125 Townpark Drive Suite 300 Kennesaw, Georgia 30144 November 4, 2024 VIA OVERNIGHT COURIER AND EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Stacie Gorman Jeffrey Gabor Re: ShoulderUp Technology Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed Octobe |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2024 (August 26, 2024) ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdic |
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| August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHOULDERUP TECHNOLOGY |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| June 27, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 (June 26, 2024) ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction |
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| June 27, 2024 |
ShoulderUp Technology Acquisition Corp. Announces Assignment of Quoting and Trading Symbols by FINRA Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces Assignment of Quoting and Trading Symbols by FINRA Kennesaw, GA, June 27, 2024 (GLOBE NEWSWIRE) - ShoulderUp Technology Acquisition Corp. (“ShoulderUp” or the “Company”) today announced that on June 26, 2024, it was assigned the trading symbols SUAC, SUACU and SUACW for its common stock, units and warrants, respectively, by FINRA. As a |
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| June 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHOULDERUP TECHNOLOG |
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| May 23, 2024 |
Form of Non-Redemption Agreement and Assignment of Economic Interest Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May [x], 2024 by and among ShoulderUp Technology Acquisition Corp. (“SUAC”), ShoulderUp Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”). RECITAL |
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| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 (May 17, 2024) ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction ( |
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| May 23, 2024 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOULDERUP TECHNOLOGY ACQUISITION CORP. ShoulderUp Technology Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is ShoulderUp Technology Acquisition Corp. |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| May 15, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorporati |
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| May 15, 2024 |
Exhibit 99.1 Correction: ShoulderUp Technology Acquisition Corp. Announces Postponement of Special Meeting of Stockholders. This press release corrects and replaces the previously issued press release published at 10:35 a.m. on May 14, 2024 to correct the timing for submission of Public Shares for redemption. Kennesaw, GA, May 15, 2024 (GLOBE NEWSWIRE) - ShoulderUp Technology Acquisition Corp. (“S |
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| May 14, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorporation |
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| May 14, 2024 |
ShoulderUp Technology Acquisition Corp. Announces Postponement of Special Meeting of Stockholders. Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces Postponement of Special Meeting of Stockholders. Kennesaw, GA, May 14, 2024 (GLOBE NEWSWIRE) - ShoulderUp Technology Acquisition Corp. (“ShoulderUp” or the “Company”) today announced that its special meeting of stockholders (“Special Meeting”) will be postponed from its scheduled time of 10:00 a.m. Eastern Time on May 15, 2024 to 3:00 |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| May 13, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorporation |
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| May 8, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorporation) |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| May 8, 2024 |
Form of Non-Redemption Agreement and Assignment of Economic Interest Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May [x], 2024 by and among ShoulderUp Technology Acquisition Corp. (“SUAC”), ShoulderUp Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”). RECITAL |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41076 ShoulderUp Tec |
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| April 18, 2024 |
Exhibit 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 320,000,000 shares of common stock, $0.0001 par value each, including 300,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following descript |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 22, 2024 (March 18, 2024) ShoulderUp Technology Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41076 87-1730135 (State or Other Jurisdicti |
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| March 22, 2024 |
SEE ID, Inc. To Go Public Through Merger with ShoulderUp Technology Acquisition Corp. Exhibit 99.1 SEE ID, Inc. To Go Public Through Merger with ShoulderUp Technology Acquisition Corp. Las Vegas, NV, March 22, 2024 – In a landmark move poised to reshape the landscape of asset intelligence and IoT tracking, SEE ID, Inc. (“SEE ID”), a pioneering startup at the forefront of asset intelligence technology, and ShoulderUp Technology Acquisition Corp. (“ShoulderUp”), a visionary special p |
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| March 22, 2024 |
Form of Stockholder Support Agreement. Exhibit 10.1 STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT, dated as of March 18, 2024 (this “Agreement”), by and among ShoulderUp Technology Acquisition Corp., a Delaware corporation (“ShoulderUp”), SEE ID, Inc., a Nevada corporation (collectively with any predecessor entities, the “Company”) and certain of the stockholders of the Company whose names appear on the signature pag |
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| March 22, 2024 |
Form of Registration Rights Agreement. Exhibit 10.4 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by and among CID Holdco, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule A1 hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the |
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| March 22, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among ShoulderUp technology acquisition corp., CID Holdco, Inc., SHOULDERUP MERGER SUB, INC., SEI Merger Sub, inc., and SEE ID, INC. Dated as of March 18, 2024 Table of Contents Page Article I DEFINITIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Further Definitions 14 Section 1.3 Construction. 17 Article II AGREEMENT AND PLAN OF MERGER 17 Se |
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| March 22, 2024 |
Form of Registration Rights Agreement. Exhibit 10.4 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by and among CID Holdco, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule A1 hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the |
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| March 22, 2024 |
SEE ID, Inc. To Go Public Through Merger with ShoulderUp Technology Acquisition Corp. Exhibit 99.1 SEE ID, Inc. To Go Public Through Merger with ShoulderUp Technology Acquisition Corp. Las Vegas, NV, March 22, 2024 – In a landmark move poised to reshape the landscape of asset intelligence and IoT tracking, SEE ID, Inc. (“SEE ID”), a pioneering startup at the forefront of asset intelligence technology, and ShoulderUp Technology Acquisition Corp. (“ShoulderUp”), a visionary special p |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 22, 2024 (March 18, 2024) ShoulderUp Technology Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41076 87-1730135 (State or Other Jurisdicti |
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| March 22, 2024 |
Form of Amendment to that certain letter agreement dated November 16, 2021. Exhibit 10.3 AMENDMENT TO THE SPONSOR LETTER This Amendment to that certain letter agreement, dated November 16, 2021 (the “Original Letter Agreement”), by and among Athena Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), ShoulderUp Technology Acquisition Corp., a Delaware corporation (“ShoulderUp”), and certain of the undersigned individuals, each of whom is a member |
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| March 22, 2024 |
Form of Sponsor Support Agreement. Exhibit 10.2 SPONSOR Support AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of March 18, 2024, is entered into by and among ShoulderUp Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), ShoulderUp Technology Acquisition Corp., a Delaware corporation (“ShoulderUp”), and SEE ID, Inc., a Nevada corporation (collectively with any predecessor entities, |
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| March 22, 2024 |
Form of Stockholder Support Agreement. Exhibit 10.1 STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT, dated as of March 18, 2024 (this “Agreement”), by and among ShoulderUp Technology Acquisition Corp., a Delaware corporation (“ShoulderUp”), SEE ID, Inc., a Nevada corporation (collectively with any predecessor entities, the “Company”) and certain of the stockholders of the Company whose names appear on the signature pag |
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| March 22, 2024 |
Form of Amendment to that certain letter agreement dated November 16, 2021. Exhibit 10.3 AMENDMENT TO THE SPONSOR LETTER This Amendment to that certain letter agreement, dated November 16, 2021 (the “Original Letter Agreement”), by and among Athena Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), ShoulderUp Technology Acquisition Corp., a Delaware corporation (“ShoulderUp”), and certain of the undersigned individuals, each of whom is a member |
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| March 22, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among ShoulderUp technology acquisition corp., CID Holdco, Inc., SHOULDERUP MERGER SUB, INC., SEI Merger Sub, inc., and SEE ID, INC. Dated as of March 18, 2024 Table of Contents Page Article I DEFINITIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Further Definitions 14 Section 1.3 Construction. 17 Article II AGREEMENT AND PLAN OF MERGER 17 Se |
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| March 22, 2024 |
Form of Sponsor Support Agreement. Exhibit 10.2 SPONSOR Support AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of March 18, 2024, is entered into by and among ShoulderUp Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), ShoulderUp Technology Acquisition Corp., a Delaware corporation (“ShoulderUp”), and SEE ID, Inc., a Nevada corporation (collectively with any predecessor entities, |
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| March 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SHOULDERUP TECHNOLOGY ACQUISITION CORP. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 82537G104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 22, 2024 |
SC 13G/A 1 shaolinsuac123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ShoulderUP Technology Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 82537G104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing o |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ShoulderUp Technology Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 82537G104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) ShoulderUp Technology Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
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| February 14, 2024 |
SC 13G 1 firtree-suac123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ShoulderUP Technology Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 82537G104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement |
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| February 14, 2024 |
SC 13G 1 tm246034d33sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 ShoulderUP Technology Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) 82537G203 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ShoulderUp Technology Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 82537G104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 2, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ShoulderUP Technology Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82537G104 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the appropriate box to |
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| January 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2024 (December 28, 2023) ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisd |
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| January 2, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOULDERUP TECHNOLOGY ACQUISITION CORP ShoulderUp Technology Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is ShoulderUp Technology Acquisition Corp. T |
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| December 19, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Units, each consisting of one share of Class A common stock, $0. |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 (December 1, 2023) ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisd |
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| December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpora |
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| November 30, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpor |
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| November 30, 2023 |
ShoulderUp Technology Acquisition Corp. Announces Letter of Intent for a Business Combination Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces Letter of Intent for a Business Combination Kennesaw, GA, Nov. 30, 2023 (GLOBE NEWSWIRE) - ShoulderUp Technology Acquisition Corp. (“ShoulderUp” or the “Company”) (NYSE: SUAC.U; SUAC; SUAC.WS) today announced that it has entered into a non-binding letter of intent for a potential business combination with a private information technolo |
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| November 17, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOULDERUP TECHNOLOGY ACQUISITION CORP ShoulderUp Technology Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is ShoulderUp Technology Acquisition Corp. T |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction (Commission |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| November 15, 2023 |
Exhibit 99.1 Correction: ShoulderUp Technology Acquisition Corp. Announces Second Postponement of Special Meeting of Stockholders. This press release corrects and replaces the previously issued press release at 8:52 a.m. on November 15, 2023. Kennesaw, GA, Nov. 15, 2023 (GLOBE NEWSWIRE) - ShoulderUp Technology Acquisition Corp. (“ShoulderUp” or the “Company”) (NYSE: SUAC.U; SUAC; SUAC.WS) today an |
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| November 15, 2023 |
Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces Second Postponement of Special Meeting of Stockholders. Kennesaw, GA, Nov. 15, 2023 (GLOBE NEWSWIRE) - ShoulderUp Technology Acquisition Corp. (“ShoulderUp” or the “Company”) (NYSE: SUAC.U; SUAC; SUAC.WS) today announced that its special meeting of stockholders (“Special Meeting”) will be postponed from its scheduled time of 4:30 p.m. |
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| November 15, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpor |
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| November 15, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorp |
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| November 13, 2023 |
Press Release, dated November 13, 2023 Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces Updated Estimated Redemption Price Kennesaw, GA, Nov. 13, 2023 (GLOBE NEWSWIRE) - ShoulderUp Technology Acquisition Corp. (“ShoulderUp” or the “Company”) (NYSE: SUAC.U; SUAC; SUAC.WS) today announced the estimated redemption price per share at the time of the Special Meeting is expected to be approximately $10.55 based on the aggregate |
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| November 13, 2023 |
ShoulderUp Technology Acquisition Corp. Announces Updated Estimated Redemption Price Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces Updated Estimated Redemption Price Kennesaw, GA, Nov. 13, 2023 (GLOBE NEWSWIRE) - ShoulderUp Technology Acquisition Corp. (“ShoulderUp” or the “Company”) (NYSE: SUAC.U; SUAC; SUAC.WS) today announced the estimated redemption price per share at the time of the Special Meeting is expected to be approximately $10.55 based on the aggregate |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpor |
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| November 13, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpor |
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| November 9, 2023 |
Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces Letter of Intent for a Business Combination with Airspace Experience Technologies, Inc. Kennesaw, GA, Nov. 08, 2023 (GLOBE NEWSWIRE) - ShoulderUp Technology Acquisition Corp. (“ShoulderUp” or the “Company”) (NYSE: SUAC.U; SUAC; SUAC.WS) today announced that that its special meeting of stockholders (“Special Meeting”) will be postponed |
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| November 9, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpora |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| November 6, 2023 |
Form of Non-Redemption Agreement and Assignment of Economic Interest, dated November 2023 Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of November , 2023 by and among ShoulderUp Technology Acquisition Corp. (“SUAC”), ShoulderUp Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”). RECIT |
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| November 6, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpora |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHOULDERUP TECHN |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpora |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| October 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 16, 2023 |
Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces Letter of Intent for a Business Combination with Airspace Experience Technologies, Inc. Kennesaw, GA, Oct. 16, 2023 (GLOBE NEWSWIRE) - ShoulderUp Technology Acquisition Corp. (“ShoulderUp” or the “Company”) (NYSE: SUAC.U; SUAC; SUAC.WS) today announced that it has entered into a non-binding letter of intent for a potential business com |
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| October 16, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorpora |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHOULDERUP TECHNOLOGY |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorporation |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorporation) |
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| May 5, 2023 |
Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces the Appointment of Rashaun Williams to the Board of Directors Kennesaw, GA, May 05, 2023 (GLOBE NEWSWIRE) - ShoulderUp Technology Acquisition Corp. (the “Company” or “ShoulderUp”) (NYSE: SUAC) announces today that its Board of Directors elected Rashaun Williams to the Board of Directors to fill the vacancy created by the unexpected pas |
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| May 3, 2023 |
Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces the Death of Chairman of the Board, Vincent Stewart Kennesaw, GA (May 3, 2023) – With great sadness, ShoulderUp Technology Acquisition Corp. (the “Company” or “ShoulderUp”) (NYSE: SUAC) today announced the passing of Vincent Stewart, the Chairman of the Board of Directors of the Company. Mr. Stewart passed away unexpectedly on Friday, |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorporation) |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHOULDERUP TECHNOLOG |
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| May 2, 2023 |
Press Release dated April 5, 2023 Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces No Change in Estimated Redemption Price Kennesaw, GA – (April 5, 2023) – ShoulderUp Technology Acquisition Corp. (the “Company”) announced today that that it will not, under any circumstances, adjust the estimated redemption price per share for the Company’s estimated tax liabilities relating to the interpretation and operation of the |
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| May 2, 2023 |
Form of Non-Redemption Agreement and Assignment of Economic Interest, dated April 2023 Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April , 2023 by and among ShoulderUp Technology Acquisition Corp. (“SUAC”), ShoulderUp Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) ShoulderUp Technology Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
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| April 26, 2023 |
Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces Stockholder Approval of Extension Amendment to the Amended and Restated Certificate of Incorporation and Investment Management Trust Agreement Kennesaw, GA – April 26, 2023 – ShoulderUp Technology Acquisition Corp. (“ShoulderUp” or the “Company”) (NYSE: SUAC.U; SUAC; SUAC.WS), a blank check company, also commonly referred to as a speci |
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| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorporati |
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| April 26, 2023 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment (this “Amendment”), dated as of April 20, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), having its principal office located at 125 Townpark Drive, Suite 300, Kennesaw, Georgia 30144, and Co |
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| April 26, 2023 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated April 21, 2023 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOULDERUP TECHNOLOGY ACQUISITION CORP ShoulderUp Technology Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is ShoulderUp Technology Acquisition Corp. T |
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| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorporati |
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| April 6, 2023 |
Form of Non-Redemption Agreement and Assignment of Economic Interest Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April , 2023 by and among ShoulderUp Technology Acquisition Corp. (“SUAC”), ShoulderUp Technology Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS |
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| April 6, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorporatio |
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| April 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 5, 2023 |
ShoulderUp Technology Acquisition Corp. Announces No Change in Estimated Redemption Price Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces No Change in Estimated Redemption Price Kennesaw, GA – (April 5, 2023) – ShoulderUp Technology Acquisition Corp. (the “Company”) announced today that that it will not, under any circumstances, adjust the estimated redemption price per share for the Company’s estimated tax liabilities relating to the interpretation and operation of the |
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| April 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 5, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction of Incorporatio |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41076 ShoulderUp Tec |
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| March 20, 2023 |
Exhibit 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 320,000,000 shares of common stock, $0.0001 par value each, including 300,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following descript |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ShoulderUp Technology Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 82537G104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 14, 2023 |
SC 13G 1 suac.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* ShoulderUP Technology Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82537G104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) C |
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| February 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ShoulderUP Technology Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82537G104 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to des |
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| December 29, 2022 |
CORRESP 1 filename1.htm DLA Piper LLP (US) One Atlantic Center 1201 West Peachtree Street, Suite 2800 Atlanta, Georgia 30309-3450 www.dlapiper.com Gerry Williams [email protected] T 404.736.7891 F 404.682.7800 December 29, 2022 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHOULDERUP TECHN |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHOULDERUP TECHNOLOGY |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHOULDERUP TECHNOLOG |
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| March 3, 2022 |
Exhibit 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 320,000,000 shares of common stock, $0.0001 par value each, including 300,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following descript |
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| March 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41076 ShoulderUp Te |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 ShoulderUP Technology Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) 82537G203 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| January 7, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2022 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction (Commission F |
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| January 7, 2022 |
Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces Separate Trading of its Class A Common Stock and Warrants, Commencing on January 10, 2022 Kennesaw, GA ? (January 7, 2022) ? ShoulderUp Technology Acquisition Corp. (the ?Company?) announced today that, commencing January 10, 2022, holders of the 30,000,000 units sold in the Company?s initial public offering may elect to separately tra |
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| December 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHOULDERUP TECHNO |
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| December 2, 2021 |
EX-99.1 2 ea151658ex1shoulder.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completen |
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| December 2, 2021 |
ShoulderUP Technology Sponsor, LLC - SCHEDULE 13D SC 13D 1 ea151658-13dsponsorshoulder.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ShoulderUp Technology Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 82537G203 (CUSIP Number) ShoulderUp Technology Sponsor LLC 125 |
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| November 26, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ShoulderUp Technology Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 82537G203 (CUSIP Number) November 17, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| November 26, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2021 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction (Commission |
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| November 26, 2021 |
SHOULDERUP TECHNOLOGY ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 SHOULDERUP TECHNOLOGY ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 19, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of ShoulderUp Technology Acquisition Corp. Opinion on the Financial Sta |
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| November 23, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 16, 2021, is made and entered into by and among ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto |
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| November 23, 2021 |
EX-1.1 2 ea151223ex1-1shoulderup.htm AN UNDERWRITING AGREEMENT, DATED NOVEMBER 16, 2021, BY AND BETWEEN THE COMPANY AND CITIGROUP GLOBAL MARKETS INC Exhibit 1.1 ShoulderUp Technology Acquisition Corp. 26,500,000 Units1 UNDERWRITING AGREEMENT New York, New York November 16, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As the Underwriter Ladies and Gentlemen: Shou |
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| November 23, 2021 |
Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOULDERUP TECHNOLOGY ACQUISITION CORP. November 19, 2021 ShoulderUp Technology Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “ShoulderUp Technology Acquisition Corp.” The original certificate of in |
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| November 23, 2021 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 16, 2021, is by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged |
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| November 23, 2021 |
EX-10.5 9 ea151223ex10-5shoulderup.htm ADMINISTRATIVE SERVICES AGREEMENT, DATED JANUARY 28, 2021, BY AND AMONG THE COMPANY AND SHOULDERUP TECHNOLOGY SPONSOR LLC Exhibit 10.5 ShoulderUp Technology Acquisition Corp. 125 Townpark Drive, Suite 300 Kennesaw, GA 30144 November 16, 2021 ShoulderUp Technology Sponsor LLC 125 Townpark Drive, Suite 300 Kennesaw, GA 30144 Re: Administrative Support Agreement |
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| November 23, 2021 |
EX-10.2 6 ea151223ex10-2shoulderup.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED NOVEMBER 16, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 16, 2021, by and between ShoulderUp Technology Acquisition Corp., a Delaware |
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| November 23, 2021 |
Exhibit 99.1 ShoulderUp Technology Acquisition Corp. Announces Pricing of Upsized $265 Million Initial Public Offering Kennesaw, GA ? (November 17, 2021) ? ShoulderUp Technology Acquisition Corp. (the ?Company?) announced the pricing of its upsized initial public offering of 26,500,000 units at $10.00 per unit. The listing of the units on the New York Stock Exchange (the ?NYSE?) under the symbol ? |
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| November 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2021 ShoulderUp Technology Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41076 87-1730135 (State or Other Jurisdiction (Commission |
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| November 23, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the November 16, 2021, by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), and ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (the “Subscriber”). WHEREAS, the Company desires to sell to the Subs |
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| November 23, 2021 |
Exhibit 99.2 ShoulderUp Technology Acquisition Corp. Announces Closing of Upsized $300 Million Initial Public Offering Kennesaw, Ga. – November 19, 2021 – ShoulderUp Technology Acquisition Corp. (the “Company”) announced the closing of its upsized initial public offering of 30,000,000 units at $10.00 per unit, including 3,500,000 units issued pursuant to the exercise in full by the underwriters of |
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| November 23, 2021 |
Exhibit 10.1 November 16, 2021 ShoulderUp Technology Acquisition Corp. 125 Townpark Drive, Suite 300 Kennesaw, GA 30144 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ShoulderUp Technology Acquisition Corp., a Delaware corporati |
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| November 18, 2021 |
$265,000,000 ShoulderUp Technology Acquisition Corp. 26,500,000 Units Filed Pursuant to Rule 424(b)(4) Registration No.: 333-260503 333-261144 P R O S P E C T U S $265,000,000 ShoulderUp Technology Acquisition Corp. 26,500,000 Units ShoulderUp Technology Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more bus |
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| November 17, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 17, 2021. S-1MEF 1 ea150912-s1mefshoulderup.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on November 17, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ShoulderUp Technology Acquisition Corp. (Exact name of registrant as specified in its charter) Delaw |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ShoulderUp Technology Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-1730135 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 12 |
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| November 12, 2021 |
Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 November 12, 2021 VIA EDGAR Division of Corporate Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4720 Attention: Todd Schiffman Re: ShoulderUp Technology Acquisition Corp. Registration Statement on Form S-1 File No. 333-260503 Dear Mr. Schiffman: Pursuant to Rule 461 of the General Rules an |
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| November 12, 2021 |
SHOULDERUP TECHNOLOGY ACQUISITION CORP. 125 Townpark Drive, Suite 300 Kennesaw, GA 30144 November 12, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: ShoulderUp Technology Acquisition Corp. Registration Statement on Form S-1 File No. 333-260503 Dear Mr. Schiffman: Pursuant to Rul |
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| November 12, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 12, 2021. As filed with the U.S. Securities and Exchange Commission on November 12, 2021. Registration No. 333-260503 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ShoulderUp Technology Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-1730135 (State or other |
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| November 12, 2021 |
Form of Amended and Restated Certificate of Incorporation. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOULDERUP TECHNOLOGY ACQUISITION CORP [ ], 2021 ShoulderUp Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “ShoulderUp Acquisition Corp.” The original certificate of incorporation was filed with the |
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| November 12, 2021 |
Exhibit 10.1 FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, SHOULDERUP TECHNOLOGY SPONSOR LLC AND EACH OF THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT November , 2021 ShoulderUp Technology Acquisition Corp. 125 Townpark Drive, Suite 300 Kennesaw, GA 30144 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with t |
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| November 12, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an in |
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| November 12, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of November , 2021, by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Fil |
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| November 8, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of November , 2021, by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fil |
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| November 8, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 8, 2021. S-1/A 1 fs12021a1shoulderuptech.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on November 8, 2021. Registration No. 333-260503 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ShoulderUp Technology Acquisition Corp. (Exact name of registrant as specified |
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| November 8, 2021 |
Exhibit 10.4 FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND SHOULDERUP TECHNOLOGY SPONSOR LLC PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ], 2021, by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), and ShoulderUp Technology Sponsor LLC, a |
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| November 8, 2021 |
Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, SHOULDERUP TECHNOLOGY SPONSOR LLC AND THE HOLDERS SIGNATORY THERETO REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), ShoulderUp Technology Sponsor LL |
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| November 8, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP US82537G2 030 SHOULDERUP TECHNOLOGY ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one share of Class A c |
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| November 8, 2021 |
Specimen Class A Common Stock Certificate EX-4.2 5 fs12021a1ex4-2shoulderup.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP US82537G1 040 SHOULDERUP TECHNOLOGY ACQUISITION CORP. CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of ShoulderUp Technology A |
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| November 8, 2021 |
Form of Underwriting Agreement Exhibit 1.1 DLA Comments November 4, 2021 ShoulderUp Technology Acquisition Corp. 25,000,000 Units1 UNDERWRITING AGREEMENT New York, New York November [●], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As the Underwriter Ladies and Gentlemen: ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to you and, as |
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| November 8, 2021 |
Exhibit 10.1 FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, SHOULDERUP TECHNOLOGY SPONSOR LLC AND EACH OF THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT November , 2021 ShoulderUp Technology Acquisition Corp. 125 Townpark Drive, Suite 300 Kennesaw, GA 30144 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with t |
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| November 8, 2021 |
Exhibit 10.8 ShoulderUp Technology Acquisition Corp. 125 Townpark Drive, Suite 300 Kennesaw, GA 30144 [●], 2021 ShoulderUp Technology Sponsor LLC 125 Townpark Drive, Suite 300 Kennesaw, GA 30144 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between ShoulderUp Technology Acquisition Corp. (the “Company”) and ShoulderUp Technology Sponsor LLC (“Provider”), d |
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| November 8, 2021 |
Form of Amended and Restated Certificate of Incorporation. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOULDERUP TECHNOLOGY ACQUISITION CORP [ ], 2021 ShoulderUp Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “ShoulderUp Acquisition Corp.” The original certificate of incorporation was filed with the |
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| November 8, 2021 |
Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SHOULDERUP TECHNOLOGY ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP US82537G1 123 Warrant Certificate This Warrant Certificate certifies that , or registered ass |
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| October 26, 2021 |
Exhibit 99.9 Consent to be Named as a Director Nominee In connection with the filing by ShoulderUp Technology Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors o |
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| October 26, 2021 |
Form of Audit Committee Charter Exhibit 99.1 SHOULDERUP TECHNOLOGY ACQUISITION CORP. AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and |
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| October 26, 2021 |
BY LAWS OF ShoulderUp TECHNOLOGY ACQUISITION CORP. (THE “CORPORATION”) Article I OFFICES EX-3.3 3 fs12021ex3-3shoulderup.htm BYLAWS Exhibit 3.3 BY LAWS OF ShoulderUp TECHNOLOGY ACQUISITION CORP. (THE “CORPORATION”) Article I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individ |
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| October 26, 2021 |
Form of Compensation Committee Charter Exhibit 99.2 SHOULDERUP TECHNOLOGY ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officers (the “CEO”), and |
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| October 26, 2021 |
Form of Nominating and Corporate Governance Charter Exhibit 99.3 SHOULDERUP TECHNOLOGY ACQUISITION CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. PURPOSES The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), to: (i) identify and screen individuals qualified to serve as directors and |
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| October 26, 2021 |
Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with |
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| October 26, 2021 |
Code of Business Conduct and Ethics Exhibit 14 ShoulderUp Technology Acquisition Corp. Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisdictions i |
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| October 26, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an in |
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| October 26, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by ShoulderUp Technology Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors o |
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| October 26, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by ShoulderUp Technology Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors o |
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| October 26, 2021 |
Consent of Janice Bryant Howroyd Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by ShoulderUp Technology Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors o |
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| October 26, 2021 |
Subscription Agreement between the Registrant and ShoulderUp Technology Sponsor LLC Exhibit 10.7 ShoulderUp Technology Acquisition Corp. 125 Townpark Drive, Suite 300 Kennesaw, GA 30144 August 30, 2021 ShoulderUp Technology Sponsor LLC 125 Townpark Drive, Suite 300 Kennesaw, GA 30144 RE: Subscription Agreement Ladies and Gentlemen: This subscription agreement (the “Agreement”) is entered into on August 30, 2021 by and between ShoulderUp Technology Sponsor LLC, a Delaware limited |
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| October 26, 2021 |
Power of Attorney (included on signature page to the initial filing of this Registration Statement) As filed with the U.S. Securities and Exchange Commission on October 26, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ShoulderUp Technology Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 (State or other jurisdiction of incorporation or orga |
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| October 26, 2021 |
Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by ShoulderUp Technology Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors o |
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| October 26, 2021 |
Promissory Note issued to ShoulderUp Technology Sponsor LLC. Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| October 26, 2021 |
Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by ShoulderUp Technology Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors o |
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| October 26, 2021 |
Exhibit 3.1 |
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| October 1, 2021 |
DRS 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on October 1, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT |
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| October 1, 2021 |
EX-4.4 2 filename2.htm Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Comp |
