Item 1.01 Entry into a Material Definitive Agreement.

As disclosed in a Current Report on Form 8-K that ShoulderUp Technology Acquisition Corp., a Delaware corporation (the "Company"), filed on November 23, 2021 with the U.S. Securities and Exchange Commission (the "SEC"), the Company previously entered into an Investment Management Trust Agreement (the "IMTA"), dated November 16, 2021, with Continental Stock Transfer & Trust Company ("CST"), as trustee. On April 20, 2023, the Company's stockholders approved an amendment (the "IMTA Amendment") to the IMTA that extends the date by which the Company must consummate a business combination transaction from May 19, 2023 to November 19, 2023, as described in the Definitive Proxy Statement on Form DEF 14A as filed by the Company with the SEC on April 5, 2023 (the "Definitive Proxy Statement"). Following such approval by the Company's stockholders, the Company and CST entered into the IMTA Amendment on April 20, 2023.

The foregoing description of the IMTA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the IMTA Amendment, a copy of which is filed herewith as Exhibit 10.1 to this report and is incorporated herein by reference.

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


          Year

On April 20, 2023, the Company held a special meeting of its 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 by which the Company must consummate a business combination transaction from May 19, 2023 to November 19, 2023 (the date which is 24 months from the closing date of the Company's initial public offering of units). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of April 21, 2023.

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.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Special Meeting, of the 41,800,000 shares of common stock outstanding and entitled to vote, 34,492,674 shares were represented, constituting a quorum. The final results for the matter submitted to a vote of stockholders at the Special Meeting are as follows:

Proposal 1: The stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination transaction from May 19, 2023 to November 19, 2023 (i.e., for a period of time ending 24 months from the consummation of its initial public offering):





   For        Against    Abstained
33,091,898   1,400,776       0

Proposal 2: The stockholders approved an amendment to the Company's Investment Management Trust Agreement to extend the date by which the Company must consummate a business combination transaction six (6) months from May 19, 2023 to November 19, 2023 (i.e., for a period of time ending 24 months from the consummation of its initial public offering), by the votes set forth in the table below:





   For        Against    Abstained
33,091,898   1,400,776       0

No other items were presented for stockholder approval at the Special Meeting.





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Item 7.01 Regulation FD Disclosure.

The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

In connection with Proposal 1 to amend the Company's Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination transaction from May 19, 2023 to November 19, 2023 (the date which is 24 months from the closing date of the Company's initial public offering), holders of 25,845,428 shares of the Company's common stock, par value $0.0001 per share ("Common Stock") properly exercised their right to redeem their shares (and did not withdraw their redemption), which represents approximately 61.83% of the shares that were part of the units that were sold in the Company's initial public offering, for a cash redemption price of approximately $10.43 per share, or an aggregate redemption amount of $269,597,444.79. Following such redemptions, approximately $43,336,948.99 will remain in the trust account and 4,154,572 shares of Common Stock will remain issued and outstanding.

On April 26, 2023, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






Exhibit
Number
3.1         Certificate of Amendment to Amended and Restated Certificate of
          Incorporation
10.1        Amendment to the Investment Management Trust Agreement
99.1        Press Release, dated April 26, 2023
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).




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