0001213900-23-095487.txt : 20231213 0001213900-23-095487.hdr.sgml : 20231213 20231213214501 ACCESSION NUMBER: 0001213900-23-095487 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231201 FILED AS OF DATE: 20231213 DATE AS OF CHANGE: 20231213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Williams Rashaun CENTRAL INDEX KEY: 0002004426 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41076 FILM NUMBER: 231485438 MAIL ADDRESS: STREET 1: 125 TOWNPARK DRIVE STREET 2: SUITE 300 CITY: KENNESAW STATE: GA ZIP: 30144 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ShoulderUP Technology Acquisition Corp. CENTRAL INDEX KEY: 0001885461 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 871730135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 TOWNPARK DRIVE STREET 2: SUITE 300 CITY: KENNESAW STATE: GA ZIP: 30144 BUSINESS PHONE: 970.924.0446 MAIL ADDRESS: STREET 1: 125 TOWNPARK DRIVE STREET 2: SUITE 300 CITY: KENNESAW STATE: GA ZIP: 30144 3 1 ownership.xml X0206 3 2023-12-01 0 0001885461 ShoulderUP Technology Acquisition Corp. SUAC.U 0002004426 Williams Rashaun C/O SHOULDERUP TECHNOLOGY ACQUISITION CORP. 125 TOWNPARK DRIVE, SUITE 300 KENNESAW GA 30144 0 1 0 0 Chief Financial Officer Class B Common Stock Class A Common Stock 10450000 I By ShoulderUp Technology Sponsor LLC The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination as described under the heading "Description of Securities - Founder Shares and Private Placement Shares" in the issuer's registration statement on Form S-1, as amended (File No. 333-260503) (the "Registration Statement"), on a one-for-one basis, subject to adjustment for stock splits, stock capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights. The shares of Class B common stock have no expiration date. The Class B Common Stock is held directly by the Sponsor. Rashaun Williams is a member of the Sponsor, which entitles her to participate in any economic return of the Sponsor in accordance with terms of the Sponsor's operating agreement. Accordingly, Mr. Williams has an indirect ownership interest in the shares of Class B Common Stock held by the Sponsor, subject to the interests of the other members. Mr. Williams does not have voting or dispositive control over the shares of Class B Common Stock held by the Sponsor and disclaims beneficial ownership in the shares of Class B Common Stock except to the extent of her pecuniary interest therein. By: /s/ Rashaun Williams 2023-12-13