Rashaun Williams - May 2, 2023 Form 3/A - Amendment Insider Report for ShoulderUP Technology Acquisition Corp. (SUAC.U)

Role
Chief Financial Officer, Director
Signature
By: /s/ Rashaun Williams
Stock symbol
SUAC.U
Transactions as of
May 2, 2023
Transactions value $
$0
Form type
3/A - Amendment
Date filed
12/18/2023, 05:01 PM
Date Of Original Report
Dec 13, 2023
Next filing
Dec 13, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SUAC.U Class B Common Stock May 2, 2023 Class A Common Stock 10.5M By ShoulderUp Technology Sponsor LLC F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Amended Form 3 is being filed to correctly reflect the date Rashaun Williams was appointed to the board of directors of the issuer.
F2 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.
F3 The Class B Common Stock is held directly by the Sponsor. Rashaun Williams is 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. Williams 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. Williams 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.