Exhibit
    4.1
	NUMBER	UNITS
	U-	 


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


CUSIP
US82537G2 030


 


SHOULDERUP
TECHNOLOGY ACQUISITION CORP.

UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER
TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


THIS
CERTIFIES THAT is the owner of Units.


 


Each
Unit (“Unit”) consists of one share of Class A common stock, par value $0.0001 per share (“Common
Stock”), of ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”),
and one-half of one redeemable warrant (the “Warrant”). Each whole Warrant entitles the holder to purchase
one share of Common Stock for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each whole Warrant will
become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business
Combination”), and (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire
unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes
its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Common
Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to _____________, unless
Citigroup Global Markets Inc. elects to allow separate trading earlier, subject to the Company’s filing of a Current Report on
Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the
gross proceeds of the Company’s initial public offering and issuing a press release announcing when separate trading will begin.
No fractional Warrants will be issued upon separation of the Units. The terms of the Warrants are governed by a Warrant Agreement, dated
as of _____________, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the
terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof.
Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004,
and are available to any Warrant holder on written request and without cost.


 


This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company.


 


This
certificate shall be governed by and construed in accordance with the internal laws of the State of New York.


 


Witness
the facsimile signature of a duly authorized signatory of the Company.





 


	 	 	 
	Authorized Signatory	 	Transfer Agent
	Name:	 	 	 
	Title:	 	 	 


 




     


    


    

  


ShoulderUp
Technology Acquisition Corp.


 


The
Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:





 


	TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—	____________ Custodian ____________
	 	 
	TEN ENT	—	as tenants by the entireties	 	(Cust) (Minor)
	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	 
	 	 	(State)






Additional
abbreviations may also be used though not in the above list.


 


For
value received, hereby sell, assign and transfer unto


 


(PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)


 


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


Units
represented by the within Certificate, and do hereby irrevocably constitute and appoint


 


Attorney
to transfer the said Units on the books of the within named Company with full power of substitution in the premises.


 


	Dated	
	 	Notice:
                                            The signature to this assignment must correspond with the name as written upon the face of
                                            the certificate in every particular, without alteration or enlargement or any change whatever.

     

	Signature(s)
                                            Guaranteed:                                                              

    THE
    SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
    UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES
    EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).
	 


 


As
more fully described in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public
offering dated _____________, the holder(s) of this certificate shall be entitled to receive a pro rata portion of certain funds held
in the trust account established in connection with the Company’s initial public offering only in the event that (i) the Company
redeems the shares of Common Stock sold in the Company’s initial public offering and liquidates because it does not consummate
an initial business combination by the date set forth (the “Last Date”) in the Company’s Amended and Restated Certificate
of Incorporation, as the same may be amended from time to time (the “Charter”), (ii) the Company redeems the shares of Common
Stock sold in its initial public offering properly submitted in connection with a stockholder vote to amend the Charter to modify the
substance or timing of the Company’s obligation to redeem 100% of the Common Stock if it does not consummate an initial business
combination by the Last Date or with respect to any other material provisions relating to stockholders’ rights or pre-initial business
combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Common Stock in connection
with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business
combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have
any right or interest of any kind in or to the trust account.