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                              December 6, 2022

       Grace Vandecruze
       Chief Financial Officer
       ShoulderUp Technology Acquisition Corp.
       125 Townpark Drive, Suite 3000
       Kennesaw, GA 30144

                                                        Re: ShoulderUp
Technology Acquisition Corp.
                                                            Form 10-K for
fiscal year ended December 31, 2021
                                                            Filed March 3, 2022
                                                            File No. 001-41076

       Dear Grace Vandecruze:

              We have reviewed your filing and have the following comment. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Form 10-K for fiscal year ended December 31, 2021

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, please revise your disclosure in future
                                                        filings to include
disclosure that addresses how this fact could impact your ability to
                                                        complete your initial
business combination. For instance, discuss the risk to investors that
                                                        you may not be able to
complete an initial business combination with a U.S. target
                                                        company should the
transaction be subject to review by a U.S. government entity, such as
                                                        the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
                                                        prohibited. Disclose
that as a result, the pool of potential targets with which you could
                                                        complete an initial
business combination may be limited. Further, disclose that the time
                                                        necessary for
government review of the transaction or a decision to prohibit the
                                                        transaction could
prevent you from completing an initial business combination and require
                                                        you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
 Grace Vandecruze
ShoulderUp Technology Acquisition Corp.
December 6, 2022
Page 2
      of the investment opportunity in a target company, any price appreciation
in the combined
      company, and the warrants, which would expire worthless. Please include
an example of
      your intended disclosure in your response.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Mark Rakip, Staff Accountant at 202.551.3573 or Shannon
Menjivar,
Accounting Branch Chief at 202.551.3856 if you have questions regarding
comments on the
financial statements and related matters, or with any other questions.



                                                          Sincerely,
FirstName LastNameGrace Vandecruze
                                                    Division of Corporation
Finance
Comapany NameShoulderUp Technology Acquisition Corp.
                                                    Office of Real Estate &
Construction
December 6, 2022 Page 2
cc:       Gerry Williams
FirstName LastName