ShoulderUp Technology Acquisition Corp. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 24, 2025, ShoulderUp Technology Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date (the “Termination Date”) by which the Company must consummate a business combination (the “Charter Extension”) from January 24, 2025 (the “Original Termination Date”) to February 24, 2025 or such earlier date as may be determined by the Company’s board of directors in its sole discretion (the “Charter Extension Date”). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of January 24, 2025.
The foregoing description of the certificate of amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed herewith as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Special Meeting, of the 12,309,909 shares of common stock outstanding and entitled to vote, 12,300,114 shares were represented, constituting a quorum. The final results for the matter submitted to a vote of stockholders at the Special Meeting are as follows:
Proposal No. 1 (the “Charter Amendment Proposal”): The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the Termination Date by which the Company must consummate a business combination from December 31, 2024, to January 24, 2025, or such earlier date as may be determined by the Company’s board of directors in its sole discretion:
| FOR | AGAINST | ABSTAIN | ||
| 12,300,092 | 22 | 0 |
No other items were presented for stockholder approval at the Special Meeting.
In connection with the Charter Amendment Proposal, holders of 240 shares of the Company’s common stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for a cash redemption price of approximately $10.98 per share, or an aggregate redemption amount of approximately $2,634.91.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ShoulderUp Technology Acquisition Corp. | ||
| Dated: January 24, 2025 | By: | /s/ Phyllis Newhouse |
| Name: | Phyllis Newhouse | |
| Title: | Chief Executive Officer | |
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