Proxy Results Form 8 K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 19, 2024, ShoulderUp Technology Acquisition Corp. (the "Company") held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation that extends the date (the "Termination Date") by which the Company must consummate a business combination (the "Charter Extension") from November 19, 2024 (the "Original Termination Date") to December 31, 2024 or such earlier date as may be determined by the Company's board of directors in its sole discretion (the "Charter Extension Date"). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of November 19, 2024.

The foregoing description of the certificate of amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed herewith as Exhibit 3.1 to this report and is incorporated herein by reference.