Item 8.01 Other Events.
In connection with an amendment to the Definitive Proxy Statement (as defined
below) filed with the Securities and Exchange Commission on April 5, 2023 (the
"Amendment"), the Company issued a press release confirming that amounts placed
in the Trust Account in connection with the IPO, as well as any interest
thereon, will not be used to pay estimated excise tax liability relating to the
interpretation and operation of the Inflation Reduction Act of 2022 (the "IR
Act"). The Company reiterated, as set forth in the Definitive Proxy, that as of
March 24, 2023, there was approximately $312,622,337.78 in the Trust Account. If
the Charter Amendment Proposal and the Trust Amendment Proposal are approved,
and the Company extends the Combination Period to November 19, 2023, the
redemption price per share at the meeting for the Business Combination or the
Company's subsequent liquidation (assuming no public shares are redeemed) will
be approximately $10.38 per share (without taking into account any subsequently
earned interest), in comparison to the current redemption price as of March 24,
2023 of approximately $10.38 per share. The share price of the Company's Class A
common shares as of April 5, 2023 was $10.38.
The press release is attached hereto as Exhibit 99.1 and 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 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 Company's Definitive Proxy Statement on Schedule 14A filed by the
Company with the U.S. Securities and Exchange Commission (the "SEC") on
March 27, 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 (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 SEC in connection with the
special meeting of stockholders (the "Special Meeting") 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated April 5, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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