| Item 1. | |
| (a) | Name of issuer:
ShoulderUP Technology Acquisition Corp. |
| (b) | Address of issuer's principal executive
offices:
125 Townpark Drive, Suite 300, Kennesaw, Georgia, 30144 |
| Item 2. | |
| (a) | Name of person filing:
This statement is being filed (1) by Moore Capital Management, LP, a Delaware limited partnership ("MCM"), (2) by MMF LT, LLC, a Delaware limited liability company ("MMF"), (3) by Moore Global Investments, LLC, a Delaware limited liability company ("MGI"), (4) by Moore Capital Advisors, L.L.C., a Delaware limited liability company ("MCA") and (5) by Louis M. Bacon ("Mr. Bacon"), a United States citizen, in his capacity as chairman, chief executive officer and director of MCM (collectively, the "Reporting Persons"). MCM, as the investment manager of MMF, has voting and investment control over the shares previously held by MMF. MGI and MCA are the sole owners of MMF. Mr. Bacon is the indirect majority owner of and controls MCM and its general partner, MCA, and is the indirect majority owner of MMF. This statement relates to Class A Common Stock, $0.0001 par value per share, of ShoulderUp Technology Acquisition Corp. ("Shares") previously held by MMF. Each of MCM, MMF, MGI, MCA and Mr. Bacon, in the capacities set forth above, may have been deemed to have been the beneficial owner of Shares, as applicable. |
| (b) | Address or principal business office or, if
none, residence:
The principal business office of each of MCM, MMF, MGI, MCA and Mr. Bacon is located at 11 Times Square, 39th Floor, New York, New York 10036. |
| (c) | Citizenship:
(i) MCM is a Delaware limited partnership, (ii) MMF is a Delaware limited liability company, (iii) MGI is a Delaware limited liability company, (iv) MCA is a Delaware limited liability company, and (v) Mr. Bacon is a United States citizen. |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
82537G104 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of December 31, 2024, each of MCM, MMF, MGI, MCA and Mr. Bacon did not beneficially own any Shares.
MMF directly holds warrants to purchase 87,500 Shares ("Warrants"). The Warrants have an exercise price of $11.50 per Share and are exercisable on the later of 12 months from the closing of the Issuer's initial public offering or 30 days after the completion of the Issuer's initial business combination, and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation. |
| (b) | Percent of class:
As of December 31, 2024, each of MCM, MMF, MGI, MCA and Mr. Bacon beneficially owned 0% of the Issuer's outstanding Shares. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
As of December 31, 2024, each of MCM, MMF, MGI, MCA and Mr. Bacon had sole power to vote or direct the vote of 0 Shares.
|
| | (ii) Shared power to vote or to direct the
vote:
As of December 31, 2024, each of MCM, MMF, MGI, MCA and Mr. Bacon had shared power to vote or direct the vote of 0 Shares.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
As of December 31, 2024, each of MCM, MMF, MGI, MCA and Mr. Bacon had sole power to dispose or direct the disposition of 0 Shares.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
As of December 31, 2024, each of MCM, MMF, MGI, MCA and Mr. Bacon had shared power to dispose or direct the disposition of 0 Shares.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
