Material Event Form 8 K

Item 8.01 Other Events.

On November 18, 2024, ShoulderUp Technology Acquisition Corp., a Delaware corporation (the "Company"), convened and then adjourned the special meeting of stockholders (the "Special Meeting") to be in held in connection with the proposal to amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from November 19, 2024 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 Amendment Proposal"). The Special Meeting will reconvene on November 19, 2024, at 11:00 a.m., Eastern Time.

At the reconvened Special Meeting, the Company's stockholders of record as of the close of business on November 1, 2024, will be asked to vote on the Charter Amendment Proposal as set forth in the Proxy Statement for the Special Meeting.

Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the record date can vote, even if they have subsequently sold their shares. Any stockholders who wish to change their vote and need assistance should contact Phyllis Newhouse at [email protected]. In connection with the postponement of the Special Meeting, the Company has extended the deadline of holders of the Company's common stock issued in its initial public offering (the "Public Shares") to submit their Public Shares for redemption in connection with the Special Meeting until 11:59 p.m. Eastern Time on November 18, 2024. Stockholders who wish to withdraw their previously submitted redemption requests may do so prior to the rescheduled meeting by requesting that the transfer agent return such Public Shares prior to 11:00 a.m., Eastern Time on November 19, 2024 or such later time as may be determined by the Company.

Participants in the Solicitation

The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company's shareholders in respect of the Special Meeting and the Charter Amendment Proposal and related matters. Information regarding the Company's directors and executive officers is available in Company's Definitive Proxy Statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on November 7, 2024 (the "Proxy Statement"). Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained in the Proxy Statement (as defined further below).

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.