FORM 12b-25




(Check One):    Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-CEN Form N-CSR
    For Period Ended: March 31, 2024
    Transition Report on Form 10-K
    Transition Report on Form 20-F
    Transition Report on Form 11-K
    Transition Report on Form 10-Q
    For the Transition Period Ended:



Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:




ShoulderUp Technology Acquisition Corp.

Full name of Registrant



Former name if Applicable


125 Townpark Drive, Suite 300

Address of Principal Executive Office (Street and number)


Kennesaw, Georgia 30144

City, State and Zip Code




PART II-RULE 12b-25 (b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)


(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


ShoulderUp Technology Acquisition Corp. (the “Registrant”) is unable to file with the U.S. Securities and Exchange Commission (the “SEC”), without unreasonable effort or expense, its Quarterly Report for the three months ended March 31, 2024 (the “Quarterly Report”) by the prescribed due date for such filing. As stated in the Current Report on Form 8-K filed with the SEC on May 14, 2024, the Registrant postponed its special meeting of stockholders (the “Special Meeting”) until May 17, 2024 at 3:00 p.m., Eastern Time, where stockholders will be voting on a proposal to amend the Registrant’s amended and restated certificate of incorporation to extend the date by which the Registrant has to consummate a business combination (the “Business Combination Deadline”). The current Business Combination Deadline is May 19, 2024, and if the applicable extension proposal is approved by the stockholders at the Special Meeting, the Business Combination Deadline will be extended to November 19, 2024.  In connection with the Special Meeting, holders of public shares will also be permitted to exercise their right to redeem their shares for a pro rata portion of the Trust Account. As such, the Registrant expects its investments held in the Trust Account to be lower as a result of redemptions. The Registrant desires to have the Quarterly Report accurately reflect the foregoing matters which will be determined in connection with the Special Meeting. The Registrant, therefore, requires additional time to complete the Quarterly Report. The Registrant, however, expects to file the to file its Quarterly Report within five calendar days thereof.






(1) Name and telephone number of person to contact in regard to this notification
  Phyllis W. Newhouse   (970)   924-0446
  (Name)   (Area Code)   (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes No
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.




ShoulderUp Technology Acquisition Corp.

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 16, 2024   By: /s/ Phyllis W. Newhouse
        Phyllis W. Newhouse
        Chief Executive Officer