||If the form is filed by more than one reporting person, see Instruction 5(b)(v).
||Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
||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 owned by the ShoulderUp Technology Sponsor LLC (the "Sponsor") includes up to 1,250,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the Registration Statement.
||The Class B Common Stock is held directly by the Sponsor. Grace Vandecruze 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, Ms. Vandecruze 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. Ms. Vandecruze 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.