Financial Performance - Net income for the six months ended June 30, 2023, was $3,205,754, compared to a net loss of $353,451 for the same period in 2022, indicating a turnaround in performance[11] - General and administrative expenses decreased to $477,786 for the six months ended June 30, 2023, down from $629,604 in the same period of 2022, a reduction of approximately 24%[11] - The company incurred an income tax expense of $987,143 for the six months ended June 30, 2023, compared to $67,900 for the same period in 2022, indicating a significant increase in tax obligations[11] - The Company had a net income of approximately $855,000 for the three months ended June 30, 2023, compared to a net loss of approximately $80,000 for the same period in 2022[131][132] - For the six months ended June 30, 2023, the Company reported a net income of approximately $3.2 million, up from a net loss of approximately $353,000 in the same period of 2022[133][134] Assets and Liabilities - Total current assets increased to $991,711 as of June 30, 2023, compared to $654,413 as of December 31, 2022, representing a growth of approximately 51.5%[9] - The company reported total liabilities of $14,520,783 as of June 30, 2023, compared to $12,295,708 as of December 31, 2022, an increase of approximately 18%[9] - Cash at the end of the period increased to $848,639 from $409,725, reflecting a growth of approximately 107%[19] - As of June 30, 2023, the Company had approximately $849,000 in its operating bank account and a working capital deficit of approximately $2.3 million[39] - The Company has significant cash balances that regularly exceed the federally insured limit of $250,000, which poses a credit risk[53] Trust Account and IPO - The Trust Account initially held $306 million, which may only be invested in U.S. government securities or money market funds[29] - The Company completed its IPO on November 19, 2021, raising gross proceeds of $300 million from the sale of 30 million units at $10.00 per unit[25] - The Company placed $306 million in cash into the Trust Account from the net proceeds of its IPO, with an additional $1,656,890 held outside the Trust Account for working capital purposes[137][150] - The Trust Account held $306,000,000 from the IPO proceeds, which is intended for the initial business combination[122] Business Combination - The Company must complete a Business Combination with a fair market value of at least 80% of the assets held in the Trust Account[28] - The Company has until November 19, 2023, to complete a Business Combination, following an extension approved by stockholders[37] - The Company intends to complete a Business Combination before the mandatory liquidation date of November 19, 2023[139] - The Company has not yet selected a specific Business Combination target and has not engaged in substantive discussions regarding an initial Business Combination[22] Shareholder Activity - On April 20, 2023, stockholders redeemed 25,845,428 shares for approximately $269.6 million, leaving about 4,154,572 shares outstanding[37] - The Company had 4,154,572 shares of Class A common stock subject to possible redemption as of June 30, 2023, compared to 30,000,000 shares as of December 31, 2022[61] - Holders of 25,845,428 shares of Class A common stock redeemed their shares for a cash redemption price of approximately $10.43 per share, totaling an aggregate redemption amount of $269,597,445[125] Financial Instruments and Valuation - The Company has a deferred underwriting commission of $11,200,000, payable upon completion of the initial Business Combination[91] - The fair value of the Non-Redemption Agreements derivative liability was $1,800,000 as of June 30, 2023, reflecting a change of $30,000 from the previous period[116] - The market price of Class A common stock was $10.41 as of June 30, 2023, with a volatility of 52.6% and a risk-free rate of 5.13%[116] - The Company is authorized to issue 300,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock[101][102] Tax and Regulatory Matters - The Company has a full valuation allowance against deferred tax assets as of June 30, 2023, indicating that it does not expect to realize these assets[70] - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties related to tax positions as of June 30, 2023[72] - The Inflation Reduction Act of 2022 introduces a 1% excise tax on stock repurchases, which may impact the Company's cash available for a Business Combination[43] Other Financial Information - The Company incurred transaction costs for the IPO totaling approximately $17.82 million, including $5.3 million in underwriting commissions[27] - The Company has not borrowed under the Working Capital Loans as of June 30, 2023[86] - The Company has agreed to maintain funds in the Trust Account in interest-bearing U.S. government securities until the earlier of the initial business combination or liquidation[94] - The Company has entered into Non-Redemption Agreements to extend the time for consummating an initial business combination until November 19, 2023[92]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHOULDERUP TECHNOLOGY ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incor ...

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR Commission File Number: 001-41076 ShoulderUp Technology Acquisition Corp. (Exact name of registrant as specified in its charter) | Delaware ...

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) The non-operational blank check company reported a net loss of approximately $353,000 and a stockholders' deficit of $10.7 million as of June 30, 2022 [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheet Data (Unaudited) | Metric | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $402,953 | $790,770 | | Investments held in Trust Account | $306,447,176 | $306,003,154 | | **Total Assets** | **$307,229,231** | **$307,327,601** | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $707,718 | $452,636 | | Deferred underwriting commissions | $11,200,000 | $11,200,000 | | Total liabilities | $11,907,718 | $11,652,636 | | Class A common stock subject to possible redemption | $306,053,183 | $306,000,000 | | Total stockholders' deficit | $(10,731,670) | $(10,325,035) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Condensed Statements of Operations (Unaudited) | Metric | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | General and administrative expenses | $374,969 | $629,604 | | Loss from operations | $(424,969) | $(729,604) | | Income from investments held in Trust Account | $413,207 | $444,021 | | **Net loss** | **$(79,649)** | **$(353,451)** | | Basic and diluted net loss per share, Class A | $(0.00) | $(0.01) | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) - For the six months ended June 30, 2022, **net cash used in operating activities was $387,817**, driven by a net loss adjusted for non-cash items[17](index=17&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's SPAC formation, its IPO proceeds, and the May 19, 2023 deadline for completing a business combination - The Company is a blank check company formed to effect a business combination and **has not yet selected a target**[20](index=20&type=chunk)[21](index=21&type=chunk) - The company has until **May 19, 2023** (18 months from its IPO), with a possible 3-month extension, to complete an initial Business Combination[31](index=31&type=chunk) - Management determined that the mandatory liquidation requirement raises **substantial doubt about the Company's ability to continue as a going concern**[39](index=39&type=chunk) - The Sponsor purchased **1,350,000 Private Units at $10.00 per unit** and is paid $10,000 per month for administrative services[75](index=75&type=chunk)[82](index=82&type=chunk) - A **deferred underwriting commission of $11,200,000** is payable from the Trust Account upon completion of the initial Business Combination[85](index=85&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The blank check company incurred a net loss of approximately $353,000 for the six months ended June 30, 2022, with its future contingent on a business combination - The company is a blank check company that consummated its IPO on November 19, 2021, placing **$306 million into a Trust Account**[110](index=110&type=chunk)[111](index=111&type=chunk) Results of Operations Summary | Period | Net Loss | Key Components | | :--- | :--- | :--- | | **Three months ended June 30, 2022** | ~$80,000 | G&A expenses (~$375k), franchise tax (~$50k), income tax (~$68k), offset by investment income (~$413k) | | **Six months ended June 30, 2022** | ~$353,000 | G&A expenses (~$630k), franchise tax (~$100k), income tax (~$68k), offset by investment income (~$444k) | - As of June 30, 2022, the company had approximately **$403,000 in cash** and **$74,000 in working capital**[118](index=118&type=chunk) - Management concluded that the mandatory liquidation requirement raises **substantial doubt about the company's ability to continue as a going concern**[120](index=120&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, this section is not required - As a smaller reporting company, the company is **not required to provide** quantitative and qualitative disclosures about market risk[128](index=128&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal controls - Management concluded that the company's **disclosure controls and procedures were effective** as of June 30, 2022[130](index=130&type=chunk) - **No material changes** to the company's internal control over financial reporting occurred during the fiscal quarter ended June 30, 2022[132](index=132&type=chunk) [Part II. Other Information](index=27&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are **no legal proceedings** to report[134](index=134&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) Key risks include market volatility, geopolitical instability, and increased competition from other SPACs impacting the search for a business combination - The search for a business combination may be adversely affected by the **COVID-19 pandemic, market volatility, and geopolitical conflicts**[136](index=136&type=chunk)[137](index=137&type=chunk) - A substantial increase in the number of SPACs has **intensified competition for attractive target businesses**, potentially increasing acquisition costs[138](index=138&type=chunk)[139](index=139&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details the allocation of its IPO and private placement proceeds, with $306 million placed in the Trust Account - Following the IPO and Private Placement, **$306,000,000 was deposited into the Trust Account**, with $1,656,890 available for working capital[140](index=140&type=chunk) - **Total transaction costs for the IPO were $6,620,368**, including $5,300,000 in underwriting commissions[140](index=140&type=chunk) [Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[142](index=142&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[143](index=143&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[144](index=144&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including required officer certifications - The report includes **certifications from the Principal Executive Officer and Principal Financial Officer** as required by the Sarbanes-Oxley Act[146](index=146&type=chunk) [Part III. Signatures](index=29&type=section&id=Part%20III.%20Signatures)

FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41076 SHOULDERUP TECHNOLOGY ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incor ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 001-41076 ShoulderUp Technology Acquisition Corp. (Exact name of registrant as specified in its charter) | Delaware ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 SHOULDERUP TECHNOLOGY ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or organization) 125 Townpark Drive, Suite 300 Kennesaw, GA 30144 (Address of principal executive offices) (970) 924-0446 (Issuer's telephone numbe ...