Current Report Filing (8-k)
31 Maio 2023 - 5:26PM
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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):
May 31, 2023
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 |
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant |
|
SUAC.U |
|
The New York Stock Exchange |
| Class A common stock, $0.0001 par value |
|
SUAC |
|
The New York Stock Exchange |
| Redeemable warrants |
|
SUAC.WS |
|
The New York Stock Exchange |
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 8.01 Other Events.
As disclosed in a Current Report on Form 8-K that ShoulderUp Technology
Acquisition Corp., a Delaware corporation (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”)
on April 26, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”) on April 20, 2023, pursuant
to which 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). In connection with the amendment of the Company’s Amended
and Restated Certificate of Incorporation, holders of 25,845,428 shares of the Company’s common stock properly exercised their right
to redeem their shares (and did not withdraw their redemption).
This Current Report on Form 8-K is being filed for the purposes of disclosing
that after the settlement of redemptions in connection with the Special Meeting, as of May 26, 2023 the number of shares of the Company’s
common stock sold in the Company’s initial public offering that remains outstanding is 4,154,572 shares.
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: May 31, 2023 |
By: |
/s/ Phyllis Newhouse |
| |
Name: |
Phyllis Newhouse |
| |
Title: |
Chief Executive Officer |
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