ShoulderUp Technology Acquisition Corp-A 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 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) Delaware87-1730135(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 125 Townpark Drive,Suite 3000,Kennesaw,Georgia30144(Address of principal executive offices)(Zip Code) (970)924-0446(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None(Title of Class) (1)The Company’s ClassA Common Stock, Warrants and Unitsare currently traded on the over-the-counter market (the “OTC”)under the symbolsSUAC,SUACWandSUACU, respectively. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ The aggregate market value of the registrant’s outstanding Class A ordinary shares, other than shares held by persons whomay be deemed affiliates of the registrant, computed by reference to the closing price for the Class A ordinary shares on June 28, 2024,as reported on the over-the-counter market was approximately $9.3million. On May 6, 2025, there were10,956,589shares of Class A Common Stock, $0.0001 par value per share (“Class A CommonStock”), issued and outstanding which includes shares of Class A Common Stock underlying the Units sold in the registrant’s initialpublic offering, and of which 506,589 shares of Class A Common Stock trade separately. TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSiiiPART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS9ITEM 1B.UNRESOLVED STAFF COMMENTS37ITEM IC.CYBERSECURITY37ITEM 2.PROPERTIES37ITEM 3.LEGAL PROCEEDINGS37ITEM 4.MINE SAFETY DISCLOSURES37PART II38ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES38ITEM 6.[RESERVED]39ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS39ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK44ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAF-1INDEX TO FINANCIAL STATEMENTSF-1ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE45ITEM 9A.CONTROLS AND PROCEDURES45ITEM 9B.O