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~~January 252, 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 Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

125 Townpark Drive, Suite 300

Kennesaw, GA

30144

(Address of Principal Executive Offices)

(Zip Code)

(970) 924-0446

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 45.0203 ~~Non-Reliance~~Amendments onto ~~Previously~~Articles ~~Issued~~of ~~Financial~~Incorporation ~~Statements~~ or aBylaws; ~~Related~~Change ~~Audit~~in ~~Report~~Fiscal ~~or Completed Interim Review~~Year

~~During~~On ~~the~~December ~~preparation of its Quarterly Report on Form 10-Q for the quarterly period ended September~~ 30, 2024, ~~management of~~ ShoulderUp Technology Acquisition Corp. (the “Company”) ~~identified errors~~held ina ~~the~~special ~~recorded~~meeting ~~amount~~ of stockholders (the ~~non-redemption~~“Special ~~agreements~~Meeting”). ~~derivative~~At ~~liability,~~the ~~which~~Special ~~was incorrectly calculated due to using an~~Meeting, ~~incorrect amount of~~ the ~~shares~~Company’s ofstockholders ~~the~~approved ~~Class~~an Bamendment ~~Common Stock held by ShoulderUp Technology Sponsor LLC~~ to ~~be issued in connection with non-redemption agreements entered into by~~ the Company’s onAmended ~~May~~and ~~17,~~Restated ~~2024.~~Certificate ~~The~~of ~~error~~Incorporation inthat extends the ~~calculation~~date of (the ~~non-redemption agreements’ derivative liability resulted in an overstatement of~~ “~~Non-redemption~~Termination ~~agreement derivative liability~~Date”) ~~and~~by ~~“Total~~which ~~Liabilities” line items in~~ the ~~Balance~~Company ~~Sheet,~~must anconsummate ~~overstatement~~a ofbusiness combination (the “~~Change~~Charter Extension”) infrom ~~fair~~December ~~value of derivative liability”~~31, ~~“net~~2024 (~~loss) income~~the ~~before income taxes” and~~ “~~Basic~~Original ~~and~~Termination ~~diluted net (loss~~Date”) ~~income~~to ~~per~~January ~~share~~24, ~~redeemable~~2025 ~~Class~~or Asuch ~~common stock” and~~earlier ~~understatement~~date onas ~~the~~may ~~“Total~~be ~~other~~determined ~~income,~~by ~~net”~~the ~~and~~Company’s ~~Net~~board ~~(loss)~~of ~~income~~directors ~~line items~~ in ~~the~~its ~~Statements~~sole ofdiscretion ~~Operations, an overstatement of~~ (the “~~Fair~~Charter ~~value~~Extension ~~of non-redemption agreements liability at issuance~~Date”~~, “Net loss” line items and understatement~~). ofThe ~~the~~certificate ~~“Balance” in the Statements~~ of ~~Changes~~amendment inwas ~~Stockholders’~~filed ~~Deficit,~~with ~~and an overstatement in~~ the ~~“Net (loss)~~Delaware ~~income”,~~Secretary ~~“Change in fair value~~ of ~~derivative~~State ~~liability”~~ and ~~“Initial~~has ~~classification~~an ofeffective ~~shareholder~~date ~~non-redemption agreements derivative liability” line items in the Statements~~ of ~~Cash~~December ~~Flows (collectively~~30, ~~the “affected line items”)~~2024.

OnThe ~~November~~foregoing ~~25,~~description ~~2024,~~of the ~~Board~~certificate of ~~Directors~~amendment ofdoes ~~the Company, including~~not ~~the~~purport ~~Audit~~to ~~Committee,~~be ~~after~~complete ~~discussions~~and ~~with~~is ~~management,~~qualified ~~concluded that affected line items were a material error~~ in ~~the~~its ~~Company’s previously~~entirety ~~issued~~by ~~unaudited~~reference ~~interim~~to ~~financial statements included in~~ the ~~Company’s~~full ~~Quarterly~~text ~~report~~of ~~on Form 10-Q for~~ the ~~periods ended~~certificate ~~June~~of 30amendment, ~~2024~~a ~~(the~~copy ~~“June 30 Interim Financial Statements”). The Board~~ of ~~Directors of Company, including the Audit Committee,~~which ~~along~~is ~~with~~filed ~~the~~herewith ~~Company’s~~as ~~management~~Exhibit ~~has~~3.1 ~~discussed~~to ~~with~~this ~~Withum~~report ~~Smith+Brown,~~and PCis ~~(“Withum”),~~incorporated ~~its~~herein ~~independent~~by ~~registered public accounting firm, the matters described herein~~reference.

AsItem a5.07 ~~result~~Submission of ~~the~~Matters ~~foregoing,~~to ona ~~November~~Vote ~~25, 2024, the Board~~ of ~~Directors of~~Security the Company, including the Audit Committee, determined that the June 30 Interim Financial Statements, as well as any reports, or similar communications of the June 30 Interim Financial Statements, should no longer be relied upon.Holders

~~The~~At ~~Company~~the ~~intends~~Special toMeeting, ~~file~~of anthe ~~amendment~~12,659,414 shares of common stock outstanding and entitled to ~~the~~vote, ~~Company’s~~12,649,727 ~~Quarterly~~shares ~~Report~~were onrepresented, ~~Form~~constituting ~~10-Q for~~a ~~the~~quorum. ~~quarterly~~The ~~periods~~final ~~ended~~results ~~June~~for ~~30,~~the ~~2024,~~matter submitted to ~~correct~~a ~~the~~vote of ~~affected~~stockholders ~~line~~at ~~items~~the asSpecial ~~soon~~Meeting are as ~~practicable.~~follows:

Proposal No. 1 (the “Charter Amendment Proposal”): The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the Termination Date by which the Company must consummate a business combination from December 31, 2024, to January 24, 2025, or such earlier date as may be determined by the Company’s board of directors in its sole discretion:

SIGNATURES

FOR		AGAINST		ABSTAIN
12,649,692		0		10

~~Pursuant~~No toother ~~the~~items ~~requirements~~were ofpresented ~~the~~for ~~Securities~~stockholder ~~Exchange~~approval ~~Act~~at ~~of 1934,~~ the ~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Special Meeting.

	ShoulderUp Technology Acquisition Corp.
Dated: November 25, 2024	By:	/s/ Phyllis Newhouse
	Name:	Phyllis Newhouse
	Title:	Chief Executive Officer

In connection with the Charter Amendment Proposal, holders of 1,080 shares of the Company’s common stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for a cash redemption price of approximately $10.94 per share, or an aggregate redemption amount of approximately $11,823.98.

2Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ShoulderUp Technology Acquisition Corp.

Dated: January 2, 2025	By:	/s/ Phyllis Newhouse
	Name:	Phyllis Newhouse
	Title:	Chief Executive Officer

Filing Compare · ShoulderUP Technology Acquisition Corp.