--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-032900" form_type: "8-K" ticker: null cik: "0001885461" company_name: "ShoulderUP Technology Acquisition Corp." filed_at: "2023-04-26T23:59:59+00:00" generated_at: "2026-06-16T13:45:50.502677+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # ShoulderUp extends SPAC deadline to Nov 2023; 61.8% of IPO shares redeemed for ~$270M ## Summary - Stockholders approved extension of business combination deadline from May 19, 2023 to November 19, 2023. - 25,845,428 shares redeemed at ~$10.43 per share, totaling ~$269.6M (61.83% of IPO shares). - Trust account reduced to ~$43.3M; only 4,154,572 shares remain outstanding. - Extension approved by 33,091,898 votes for, 1,400,776 against; no abstentions. - Amendments to certificate of incorporation and trust agreement filed with Delaware Secretary of State. ## SEC filing metadata - accession: 0001213900-23-032900 - form_type: 8-K - cik: 0001885461 - company_name: ShoulderUP Technology Acquisition Corp. - filed_at: 2023-04-26T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1885461/000121390023032900/0001213900-23-032900-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1885461/000121390023032900/ea177307-8k_shoulderup.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-032900 - JSON: https://secwatch.observer/filing/0001213900-23-032900.json - Plain text: https://secwatch.observer/filing/0001213900-23-032900.txt ## Key facts - Governance Changes ShoulderUP Technology Acquisition Corp.: Amended certificate of incorporation to extend business combination deadline from May 19, 2023 to November 19, 2023 (effective 2023-04-21). - Change: charter amendment - Effective: 2023-04-21 source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1885461/000121390023032900/0001213900-23-032900-index.htm - Material Agreements ShoulderUP Technology Acquisition Corp. amended IMTA Amendment with Continental Stock Transfer & Trust Company (effective 2023-04-20). - Action: amendment - Counterparty: Continental Stock Transfer & Trust Company - Effective: 2023-04-20 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1885461/000121390023032900/0001213900-23-032900-index.htm - Shareholder Votes ShoulderUP Technology Acquisition Corp. shareholders approved Amendment to the Company's Amended and Restated Certificate of Incorporation to extend the business combination deadline from May 19, 2023 to November 19, 2023 at the 2023-05-19 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-19 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1885461/000121390023032900/0001213900-23-032900-index.htm - Shareholder Votes ShoulderUP Technology Acquisition Corp. shareholders approved Amendment to the Company's Investment Management Trust Agreement to extend the business combination deadline from May 19, 2023 to November 19, 2023 at the 2023-05-19 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-05-19 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1885461/000121390023032900/0001213900-23-032900-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.