{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-24-000322","form_type":"8-K","ticker":null,"cik":"0001885461","company_name":"ShoulderUP Technology Acquisition Corp.","filed_at":"2024-01-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:26.235994+00:00","generated_at":"2026-06-07T05:34:02.010143+00:00","sec_items":["5.03","5.07","8.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"ShoulderUp Technology Acquisition Corp. delisted from NYSE, shares to trade on Pink Sheets","bullets":["NYSE filed Form 25 to delist; effective Dec 29, 2023; securities expected to be quoted on Pink Sheets.","Stockholders approved charter amendment allowing Class B common stock to convert to Class A on 1:1 basis at any time.","Lauren Anderson and Danelle Barrett elected as Class I directors; WithumSmith+Brown ratified as auditor.","Trust agreement amendment approved to allow trust funds in interest-bearing demand deposit account.","Company intends to facilitate Pink Sheets trading but no guarantee of active market; risks noted."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-000322","json":"https://secwatch.observer/filing/0001213900-24-000322.json","markdown":"https://secwatch.observer/filing/0001213900-24-000322.md","text":"https://secwatch.observer/filing/0001213900-24-000322.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1885461/000121390024000322/0001213900-24-000322-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1885461/000121390024000322/ea190992-8k_shoulderup.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T05:34:02.010143+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"de13bb9bc0703b54e2b8bca768ecd714b4a0617f","claim":"ShoulderUP Technology Acquisition Corp.: Amended certificate of incorporation to allow Class B common stock holders to convert shares to Class A common stock on a one-to-one basis at any time (effective 2023-12-29).","evidence_excerpt":"On December 28, 2023, ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “ Company ”), held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for the right of a holder of Class B common stock of the Company to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of December 29, 2023.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1885461/000121390024000322/0001213900-24-000322-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-12-29"}],"fact_type":"governance_change"},{"claim_id":"176f5e6936ad5612883068aff83dd4250135ba7a","claim":"ShoulderUP Technology Acquisition Corp. shareholders approved Ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2023. at the 2023-12-31 meeting.","evidence_excerpt":"Proposal No. 2 was to ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2023. FOR AGAINST ABSTAIN BROKER NON-VOTES 13,482,537 0 2 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1885461/000121390024000322/0001213900-24-000322-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-31"}],"fact_type":"shareholder_vote"},{"claim_id":"6296fe72b9a201299564ecb6bcb4a342b64a30aa","claim":"ShoulderUP Technology Acquisition Corp. shareholders approved Election of two Class I Directors to serve until the 2026 annual meeting or until successors are qualified and elected..","evidence_excerpt":"Proposal No. 1 was to elect two Board nominees to serve as the Class I Director, to serve until the 2026 annual meeting of stockholders of the Company or until such person’s successor is qualified and elected. Lauren Anderson FOR AGAINST ABSTAIN BROKER NON-VOTES 13,482,537 0 2 — Danelle Barrett FOR AGAINST ABSTAIN BROKER NON-VOTES 13,482,537 0 2 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1885461/000121390024000322/0001213900-24-000322-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"b4b6866137f23ce9f8941365f7a2b4f271daf407","claim":"ShoulderUP Technology Acquisition Corp. shareholders approved Approval of an amendment to the Company’s investment management trust agreement to allow the trustee to maintain funds in the Trust Account in cash in an interest-bearing demand deposit account until business combination or liquidation..","evidence_excerpt":"Proposal No. 4 was to approve an amendment to the Company’s investment management trust agreement, to allow Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of a business combination and liquidation of the Company. FOR AGAINST ABSTAIN BROKER NON-VOTES 13,482,537 2 0 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1885461/000121390024000322/0001213900-24-000322-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"d61cdfc1b0ce564b3678fcbdeeab9c64fe9933dd","claim":"ShoulderUP Technology Acquisition Corp. shareholders approved Approval of an amendment to the Company’s amended and restated certificate of incorporation to allow for conversion of Class B common stock to Class A common stock on a one-to-one basis at any time at the holder's election..","evidence_excerpt":"Proposal No. 3 was to approve an amendment to the Company’s amended and restated certificate of incorporation to allow for the right of a holder of Class B common stock of the Company to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. FOR AGAINST ABSTAIN BROKER NON-VOTES 13,482,537 2 0 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1885461/000121390024000322/0001213900-24-000322-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}