UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |
☒ |
Filed by a party other than the Registrant |
☐ |
Check the appropriate box:
☐ |
Preliminary Proxy Statement |
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ |
Definitive Proxy Statement |
☒ |
Definitive Additional Materials |
☐ |
Soliciting Material under §240.14a-12 |
ShoulderUp Technology
Acquisition Corp.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that
apply):
☒ |
No fee required |
|
|
☐ |
Fee paid previously with preliminary materials |
|
|
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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): November 8, 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
On
November 8, 2023, ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), issued a
press release announcing that its special meeting of stockholders (the “Special Meeting”) will be postponed
from its scheduled time of 10:00 a.m. Eastern Time on November 15, 2023 to 4:30 p.m. Eastern Time on November 15, 2023.
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 Okapi Partners LLC at (212) 297-0720, or info@okapipartners.com. 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 2:00 p,m. Eastern Time on November 15, 2023.
The
press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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 October 25, 2023 (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.
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 SEC in connection with the Meeting to consider and vote upon the Charter Amendment Proposal
and, beginning on or about October 25, 2023, mailed the Proxy Statement and other relevant documents to its stockholders as of the October
13, 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 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
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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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:
November 8, 2023 |
By: |
/s/
Phyllis Newhouse |
|
Name: |
Phyllis
Newhouse |
|
Title: |
Chief
Executive Officer |
Exhibit 99.1
ShoulderUp
Technology Acquisition Corp. Announces Letter of Intent for a Business Combination with Airspace Experience Technologies, Inc.
Kennesaw, GA, Nov. 08, 2023 (GLOBE NEWSWIRE) -- ShoulderUp
Technology Acquisition Corp. (“ShoulderUp” or the “Company”) (NYSE: SUAC.U; SUAC;
SUAC.WS) today announced that that its special meeting of stockholders (“Special Meeting”) will be postponed
from its scheduled time of 10:00 a.m. Eastern Time on November 15, 2023 to 4:30 p.m. Eastern Time on November 15, 2023. The Special Meeting
can still be accessed virtually by visiting https://www.cstproxy.com/shoulderupacquisition/ext2023. You will need the 12-digit
meeting control number that is printed on your proxy card to enter the Special Meeting. The record date for the Special Meeting remains
October 13, 2023.
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 Okapi Partners LLC at
(212) 297-0720, or info@okapipartners.com. 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 2:00 p.m. Eastern Time on November
15, 2023.
About ShoulderUp
ShoulderUp is a blank check company, also commonly referred to as a
special purpose acquisition company, or SPAC, formed for the purpose of entering into a merger, capital stock exchange, asset acquisition,
stock purchase reorganization or similar business combination with one or more businesses or entities.
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 October 25, 2023 (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.
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 SEC in connection
with the Meeting to consider and vote upon the Charter Amendment Proposal and, beginning on or about October 25, 2023, mailed the Proxy
Statement and other relevant documents to its stockholders as of the October 13, 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 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
Forward-Looking Statements
This press release 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.
ShoulderUp Contact:
ShoulderUp Technology Acquisition Corp, 125 Townpark Drive, Suite 300,
Kennesaw, GA 30144, (650) 276-7040; info@okapipartners.com
Shoulderup Technology Ac... (NYSE:SUAC)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
Shoulderup Technology Ac... (NYSE:SUAC)
Historical Stock Chart
Von Mai 2023 bis Mai 2024