Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
holding | SUAC | Class B Common Stock | Nov 19, 2021 | Class A Common Stock | 10.5M | By ShoulderUp Technology Sponsor LLC | F1, F2 |
Id | Content |
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F1 | 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. |
F2 | The Class B Common Stock is held directly by ShoulderUp Technology Sponsor LLC (the "Sponsor"). Vincent Stewart a member of the Sponsor, which entitles him to participate in any economic return of the Sponsor in accordance with terms of the Sponsor's operating agreement. Accordingly, Mr. Stewart 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. Mr. Stewart 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 his pecuniary interest therein. |