Item 8.01 Other Events.
On March 27, 2023, ShoulderUp Technology Acquisition Corp. (the "Company") filed
a Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") in
connection with a special meeting of stockholders (i) to amend the Company's
Amended and Restated Certificate of Incorporation, giving the Company the right
to extend the date by which it has to consummate a business combination for an
additional six (6) months, from May19, 2023 to November 19, 2023 (i.e., for a
period of time ending 24 months from the consummation of its initial public
offering) (the "Charter Amendment Proposal"), and (ii) to amend the Investment
Management Trust Agreement, dated as of November 19, 2021, by and between the
Company and Continental Stock Transfer & Trust Company, allowing the Company to
extend the date by which the Company has to consummate a business combination by
six (6) months from May 19, 2023 to November 19, 2023 (the "Trust Amendment
Proposal").
In the Proxy Statement, the Company reported that it expected the redemption
price per public share at the time of meeting for the Business Combination or
the Company's subsequent liquidation (assuming no public shares had been
redeemed prior thereto and without taking into account any subsequently earned
interest) to be approximately $10.38 per share based on a trust balance as of
March 24, 2023 of $312,622,337.78. Due to a recent withdrawal from the trust for
tax obligations and a scrivener's error in the redemption price originally
stated in the Proxy Statement, the Company now expects the redemption price to
be approximately $10.42 per share at the time of meeting for the Business
Combination or the Company's subsequent liquidation based on a trust account
balance as of April 10, 2023 of $312,475,825.73, assuming no public shares being
redeemed prior thereto, and without taking into account any subsequently earned
interest or the payment of any further taxes or fees. The share price of the
Company's Class A common shares as of market close on April 10, 2023 was $10.37.
The special meeting will be held at 5:00 p.m. Eastern time, on April 20, 2023.
The special meeting will be held virtually, at
https://www.cstproxy.com/shoulderupacquisition/2023. The record date for the
special meeting is March 23, 2023.
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 of stockholders in connection
with Charter Amendment Proposal, the Trust Amendment Proposal and related
matters. Information regarding the Company's directors and executive officers is
available in the Proxy Statement. Additional information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests is 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.
Additional Information
The Company has filed a Proxy Statement with the Securities and Exchange
Commission (the "SEC") in connection with the special meeting of stockholders to
consider and vote upon the Charter Amendment Proposal and the Trust Amendment
Proposal, among other matters, and, beginning on or about March 29, 2023, mailed
the Proxy Statement and other relevant documents to its stockholders as of the
March 23, 2023 record date for the special meeting. The Company's stockholders
and other interested persons are advised to read the Proxy Statement and any
other relevant documents that have been or will be filed with the SEC in
connection with the Company's solicitation of proxies for the special meeting
because these documents contain important information about the Company, the
Charter Amendment Proposal and Trust Amendment Proposal and related matters.
Stockholders may also obtain a free copy of the Proxy Statement, as well as
other relevant documents that have been or will be filed with the SEC, without
charge, at the SEC's website located at www.sec.gov or by directing a request
to: ShoulderUp Technology Acquisition Corp, 125 Townpark Drive, Suite 300,
Kennesaw, GA 30144, (650) 276-7040 or to: Okapi Partners, Attention: Chuck
Garske / Christian Jacques, (212) 297-0720, or Info@okapipartners.com
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Forward-Looking Statements
This Current Report on Form 8-K (this "Form 8-K") includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Statements regarding the estimated per share redemption price and related
matters, as well as all other statements other than statements of historical
fact included in this Form 8-K are forward-looking statements. When used in this
Form 8-K, words such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions, as they relate
to us or our management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in the
Company's filings with the SEC. All subsequent written or oral forward-looking
statements attributable to the Company or persons acting on its behalf are
qualified in their entirety by this paragraph. Forward-looking statements are
subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the "Risk Factors" section of the
Company's Annual Report on Form 10-K, subsequent quarterly reports
on Form 10-Q and initial public offering prospectus. The Company undertakes no
obligation to update these statements for revisions or changes after the date of
this release, except as required by law.
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