Cover - shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2024 |
Nov. 27, 2024 |
|
| Document Information [Line Items] | ||
| Document Type | 10-Q/A | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Entity Interactive Data Current | Yes | |
| Amendment Flag | true | |
| Amendment Description | ShoulderUp Technology Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A (the “Amendment”), to amend and restate its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, originally filed with the Securities and Exchange Commission (the “SEC”) on August 28, 2024 (the “Original Filing”), for the purpose of correcting the recorded amount of the non-redemption agreements derivative liability, which we have incorrectly calculated taking into account that we used an incorrect amount of the sponsor shares to be issued in connection with non-redemption agreements entered into by the Company on May 17, 2024. The identified error was material and therefore previously issued Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, should no longer be relied upon. The Company issued an 8-K to that effect on November 25, 2024.Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment also contains new certifications by our principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.Except as described above, no other information included in the Quarterly Report on Form 10-Q of ShoulderUp Technology Acquisition Corp., as of and for the quarter ended June 30, 2024, as filed with the SEC on August 28, 2024 (the “Original Filing”) is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.The restatement does not have an impact on the Company’s cash position.The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting as it relates to the accounting for complex financial liabilities, including the non-redemption agreements derivative liability and that the Company’s disclosure controls and procedures previously reported by the Company were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 of this report. | |
| Document Period End Date | Jun. 30, 2024 | |
| Document Fiscal Year Focus | 2024 | |
| Document Fiscal Period Focus | Q2 | |
| Entity Information [Line Items] | ||
| Entity Registrant Name | SHOULDERUP TECHNOLOGY ACQUISITION CORP. | |
| Entity Central Index Key | 0001885461 | |
| Entity File Number | 001-41076 | |
| Entity Tax Identification Number | 87-1730135 | |
| Entity Incorporation, State or Country Code | DE | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Current Reporting Status | Yes | |
| Entity Shell Company | true | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Entity Contact Personnel [Line Items] | ||
| Entity Address, Address Line One | 125 Townpark Drive | |
| Entity Address, Address Line Two | Suite 300 | |
| Entity Address, City or Town | Kennesaw | |
| Entity Address, State or Province | GA | |
| Entity Address, Postal Zip Code | 30144 | |
| Entity Phone Fax Numbers [Line Items] | ||
| City Area Code | (970) | |
| Local Phone Number | 924-0446 | |
| Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-third of one redeemable warrant | ||
| Entity Listings [Line Items] | ||
| Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-third of one redeemable warrant | |
| Trading Symbol | SUAC.U | |
| Security Exchange Name | NONE | |
| Class A Common Stock, $0.0001 par value | ||
| Entity Listings [Line Items] | ||
| Title of 12(b) Security | Class A Common Stock, $0.0001 par value | |
| Trading Symbol | SUAC | |
| Security Exchange Name | NONE | |
| Redeemable Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | ||
| Entity Listings [Line Items] | ||
| Title of 12(b) Security | Redeemable Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | |
| Trading Symbol | SUAC.WS | |
| Security Exchange Name | NONE | |
| Class A Common Stock | ||
| Entity Listings [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 2,209,414 | |
| Class B Common Stock | ||
| Entity Listings [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 10,450,000 |