UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Registrant's telephone number, including area code) For the quarterly period ended March 31, 2025 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 ...

IPO and Trust Account - The Company completed its IPO on November 19, 2021, raising gross proceeds of $300 million from the sale of 30,000,000 units at $10.00 per unit[233]. - Following the IPO, $306 million was placed in the Trust Account, which is intended for the business combination[234]. - The company withdrew $2,786,344 from the Trust Account to pay liabilities related to income and Delaware franchise taxes from the completion of its IPO on November 19, 2021, through December 31, 2023[270]. - The Trust Account balance after the November 2023 redemptions was $20,946,765[239]. Business Combination - The Company announced a potential business combination with Airspace Experience Technologies, Inc. on October 16, 2023[238]. - The Company has faced challenges in completing its initial business combination and has extended deadlines multiple times[236]. - On November 17, 2023, stockholders approved an extension of the business combination deadline to May 19, 2024, with 2,170,004 shares redeemed for $10.55 per share, totaling $22,904,010[239]. - On December 30, 2024, the Company extended the business combination deadline to January 24, 2025, with 1,080 shares redeemed for approximately $10.95 per share, totaling about $11,824[246]. - The company expects to close its business combination, which will result in Holdings being listed on the Nasdaq Stock Market, subject to customary closing conditions[260]. Financial Performance - For the year ended December 31, 2024, the company reported a net loss of approximately $2.03 million, primarily due to general and administrative expenses of approximately $1.3 million and a change in fair value of derivative liability of approximately $929,000[263]. - As of December 31, 2024, the company had a working capital deficit of approximately $5.5 million and $432,533 in its operating bank account[265]. - The company had accrued but unpaid income tax liability of $173,575 and unpaid liability for Delaware franchise tax of $63,600 as of December 31, 2024[270]. - The company recorded a derivative liability of $8,886,828 and $6,646,080 as of December 31, 2024 and 2023, respectively[257]. - The company has not generated any operating revenues as of December 31, 2024, and will not do so until the completion of its initial business combination[262]. Liquidity and Going Concern - The company has $600,000 in subscription receivable, which will be used to satisfy liquidity needs[266]. - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern[269]. Shareholder Actions - As of April 20, 2023, stockholders redeemed 25,845,428 shares for approximately $10.43 per share, totaling $269,597,445[237]. - The Company entered into a Non-Redemption Agreement on April 17, 2025, with an investor to rescind the redemption of 500,000 shares[250]. - The Company has engaged in multiple Non-Redemption Agreements to incentivize stockholders not to redeem shares during special meetings[251][253][254].

Core Viewpoint - ShoulderUp Technology Acquisition Corp. is pursuing various financing alternatives, including a private offering of up to $7 million in common stock, in connection with its business combination with SEE ID, Inc. [1] Financing Details - The net proceeds from the offering and/or equity line of credit (ELOC) will be utilized to meet the closing conditions of the business combination and to support ongoing operations of the combined entity [2] - The securities offered have not been registered under the Securities Act and will be sold only to qualified institutional buyers and non-U.S. persons [3] Company Overview - ShoulderUp is a special purpose acquisition company (SPAC) established to engage in mergers, capital stock exchanges, asset acquisitions, and similar business combinations [5]

Financial Performance - Net loss for the three months ended September 30, 2024, was $298,188 compared to a net income of $73,099 for the same period in 2023, indicating a significant downturn [13]. - The company reported a net loss of $912,966 for the nine months ended September 30, 2024, compared to a net income of $3,278,853 for the same period in 2023 [13]. - For the three months ended September 30, 2024, the company reported a net loss of $20,243, compared to a net loss of $277,945 for the same period in 2023 [78]. - For the nine months ended September 30, 2024, the company reported a net loss of $98,440 for Class A common stock, compared to a net income of $1,867,301 for the same period in 2023 [79]. - The effective tax rate for the company was (6.83)% for the three months ended September 30, 2024, compared to 12.37% for the same period in 2023 [88]. Assets and Liabilities - Total assets decreased from $21,502,723 on December 31, 2023, to $9,603,939 as of September 30, 2024, representing a decline of approximately 55.3% [11]. - Current liabilities increased from $4,181,229 to $5,017,568, an increase of about 20% [11]. - Cash held in Trust Account decreased from $21,099,267 to $9,411,576, a reduction of approximately 55.5% [11]. - The company’s accumulated deficit increased from $21,033,991 to $23,634,821, reflecting a worsening financial position [11]. - Total liabilities decreased from $22,027,309 to $13,411,592, a reduction of about 39% [11]. - As of September 30, 2024, the Company had a working capital deficit of approximately $4.8 million and $192,363 in its operating bank account [49]. - The Company has accrued but unpaid income tax liability of $151,637 and franchise tax liability of $74,000 as of September 30, 2024 [46]. Stock and Securities - The weighted average shares outstanding of redeemable Class A common stock decreased from 4,154,572 to 859,414, a decline of about 79.3% [13]. - As of September 30, 2024, the company had 859,414 shares of Class A common stock subject to possible redemption, down from 1,984,568 shares as of December 31, 2023 [74]. - The Class A common stock subject to possible redemption as of September 30, 2024, is valued at $9,195,429 [132]. - The Company is authorized to issue 300,000,000 shares of Class A common stock, with a par value of $0.0001 per share [135]. - The Company has 15,675,000 warrants outstanding, each entitling the holder to purchase one Class A common share at a price of $11.50 [140]. Business Combination and Operations - The Company has not engaged in any operations or generated revenues since its inception on May 20, 2021 [23]. - The Company intends to complete a Business Combination before the mandatory liquidation date of December 31, 2024 [52]. - The Company has not selected a specific business combination target and has not engaged in substantive discussions regarding a business combination [22]. - The Company entered into a non-binding letter of intent for a potential business combination with Airspace Experience Technologies, Inc., which was terminated on December 1, 2023 [38]. - The Company entered into a Business Combination Agreement on March 18, 2024, involving CID HoldCo, Inc., ShoulderUp, and SEE ID, Inc. [124]. Trust Account and Cash Management - Following the IPO, $306,000,000 was deposited into a trust account, which may only be invested in U.S. government securities [29]. - The Company withdrew $2,786,344 from the Trust Account for tax liabilities since its IPO, with $2,526,664 remitted to tax authorities, leaving an excess of $259,680 [45]. - The Company withdrew $22,904,010 from the Trust Account following the redemption of shares, leaving $20,946,765 remaining [165]. - The Company has committed to maintain funds in the Trust Account in interest-bearing U.S. government securities until the earlier of the initial business combination or liquidation [120]. Regulatory and Market Status - The Company’s securities were delisted from the NYSE effective December 29, 2023, and began trading on the OTC market [41]. - The delisting from the NYSE may reduce the attractiveness of the company to potential business combination targets, adversely affecting the ability to complete an initial business combination [208]. - The company's common stock and warrants were delisted from the NYSE and now trade on the OTC, making them subject to state regulations for securities offerings [207]. - The potential classification as "penny stock" could lead to reduced trading activity in the secondary market for the company's securities [209]. - The SEC's rules on "penny stocks" may increase the costs and complexities associated with trading the company's securities [209].

Financial Performance - Net loss for the three months ended June 30, 2024, was $222,793 compared to a net income of $855,377 for the same period in 2023[10]. - For the period ending June 30, 2024, the company reported a net loss of $662,778 compared to a net income of $3,205,754 for the same period in 2023[14]. - Basic and diluted net loss per share for redeemable Class A common stock was $(0.02) for the three months ended June 30, 2024, compared to $0.03 in 2023[10]. - The Company reported a basic and diluted net loss per common stock of $0.05 for the six months ended June 30, 2024, compared to a net income of $0.10 for the same period in 2023[61]. - The allocation of net loss income for Class A common stock was $(83,999) for the six months ended June 30, 2024, compared to $2,067,472 for the same period in 2023[61]. Assets and Liabilities - Total current assets decreased from $403,456 to $290,466, a decline of approximately 28%[7]. - Total liabilities increased from $22,027,309 to $26,969,809, an increase of approximately 22%[8]. - Accumulated deficit increased from $21,033,991 to $26,008,636, indicating a worsening financial position[8]. - Total stockholders' deficit increased from $21,632,811 to $26,607,456, marking a decline of approximately 23%[8]. - As of June 30, 2024, the Company had $290,466 in its operating account and a working capital deficit of approximately $4.6 million[38]. Cash Flow - Cash held in Trust Account decreased from $21,099,267 to $9,297,875, representing a reduction of about 56%[7]. - Net cash used in operating activities was $537,990, a decrease from $1,038,568 in the previous year[14]. - The company generated $12,286,736 in net cash from investing activities, down from $271,074,927 in the prior year[14]. - The company reported a net cash used in financing activities of $11,861,736, compared to $269,597,445 in the previous year[14]. - As of June 30, 2024, the company had cash of $290,466, a decrease from $848,639 at the end of the previous year[14]. Business Combination and Operations - The company entered into a non-binding letter of intent for a potential business combination with Airspace Experience Technologies, Inc. on October 16, 2023, which was later terminated on December 1, 2023[30]. - The Company must complete a business combination with a target having an aggregate fair market value of at least 80% of the assets held in the Trust Account[21]. - The Company intends to complete a Business Combination before the mandatory liquidation date of November 19, 2024[41]. - The Company entered into a Business Combination Agreement on March 18, 2024, with CID HoldCo, Inc. and SEE ID, Inc., aiming for a merger[132]. - There are no assurances that the Business Combination will close, pending satisfaction of customary closing conditions[95]. Stockholder Actions and Amendments - Following a special meeting on April 20, 2023, stockholders redeemed 25,845,428 shares for approximately $10.43 per share, totaling $269,597,445[29]. - The Company extended the deadline for completing a business combination from November 19, 2023, to May 19, 2024, with stockholders redeeming 2,170,004 shares for a total of $22,904,010, leaving $20,946,765 in the Trust Account after redemptions[31]. - On December 28, 2023, stockholders approved an amendment allowing Class B common stock to be converted into Class A common stock on a one-to-one basis[32]. - The company’s stockholders approved an amendment allowing Class B common stock to convert into Class A common stock on a one-to-one basis[123]. Tax Liabilities and Financial Obligations - The Company recorded a liability of $3,046,381 for the excise tax related to stock redemptions as of June 30, 2024[43]. - The Company continues to incur tax liabilities and plans to cover them from its operating account and potential additional financing from the Sponsor[40]. - The company withdrew $2,636,344 from the Trust Account for tax liabilities since its IPO, with $2,224,486 remitted to tax authorities, leaving an excess of $411,858[144]. - As of June 30, 2024, the company had accrued but unpaid income tax liability of $132,576 and unpaid Delaware franchise tax liability of $48,800[144]. Securities and Market Activity - The Company was assigned trading symbols for its common stock, units, and warrants, beginning to trade in the over-the-counter market on June 26, 2024[35]. - The company’s securities were delisted from the NYSE effective December 29, 2023, and are expected to be quoted on the Pink Sheets[124]. - The market price of Class A common stock was $10.85 as of June 30, 2024, with a volatility of 30.8%[111]. - The Company has 15,675,000 warrants outstanding, each entitling the holder to purchase one Class A common share at a price of $11.50[104]. Internal Controls and Compliance - The company has identified material weaknesses in internal controls over financial reporting as of December 31, 2023, affecting the effectiveness of its disclosure controls[149]. - The Chief Executive Officer, Phyllis W. Newhouse, signed the report on August 28, 2024, confirming compliance with the Exchange Act[160].

Core Viewpoint - ShoulderUp Technology Acquisition Corp has been assigned trading symbols for its common stock, units, and warrants, allowing them to be quoted and traded in the over-the-counter market [1]. Company Overview - ShoulderUp is a blank check company, also known as a special purpose acquisition company (SPAC), established to engage in mergers, capital stock exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations with one or more businesses or entities [2].

Core Viewpoint - ShoulderUp Technology Acquisition Corp has been assigned trading symbols for its common stock, units, and warrants, allowing them to be quoted and traded in the over-the-counter market [3]. Company Overview - ShoulderUp is classified as a blank check company or special purpose acquisition company (SPAC), established to engage in mergers, capital stock exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations with one or more entities [6].

Financial Performance - The net loss for the three months ended March 31, 2024, was $439,985, a significant decline from a net income of $2,350,377 for the same period in 2023[12]. - For the three months ended March 31, 2024, the company reported a net loss of $63,345, with a basic and diluted net loss per common stock of $(0.03)[73]. - As of March 31, 2024, the company reported a net loss of approximately $0.4 million, compared to a net income of approximately $2.4 million for the same period in 2023[157][158]. Assets and Liabilities - Total assets as of March 31, 2024, increased to $21,692,082 from $21,502,723 as of December 31, 2023, representing a growth of approximately 0.88%[10]. - Current liabilities rose to $4,562,893 as of March 31, 2024, compared to $4,181,229 as of December 31, 2023, indicating an increase of about 9.1%[10]. - The total stockholders' deficit as of March 31, 2024, was $(22,196,645), worsening from $(21,632,811) as of December 31, 2023[10]. - The company had a working capital deficit of approximately $4.2 million as of March 31, 2024, with $335,304 in its operating bank account[159]. - As of March 31, 2024, the Company had $335,304 in its operating bank account and a working capital deficit of approximately $4.2 million[44]. Cash and Trust Account - Cash held in the Trust Account increased to $21,356,778 as of March 31, 2024, compared to $21,099,267 as of December 31, 2023, marking an increase of about 1.22%[10]. - Cash at the end of the period decreased to $335,304 as of March 31, 2024, from $403,456 at the beginning of the period, a decline of approximately 17%[20]. - The company withdrew $2,636,344 from the Trust Account for tax liabilities, with $411,858 remaining excess funds[42]. - The company raised $306,000,000 from its IPO, with $1,656,890 held outside the Trust Account for working capital purposes[161]. Business Combination and Operations - The company has not engaged in any operations or generated revenues as of March 31, 2024, and all activities relate to its formation and IPO[22]. - The company has not selected any specific Business Combination target and has not engaged in substantive discussions regarding an initial Business Combination[22]. - The Company must complete one or more initial Business Combinations with an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account[28]. - The Company entered into a Business Combination Agreement on March 18, 2024, with CID HoldCo, Inc. and SEE ID, Inc., which is expected to lead to a merger[106]. - Upon closing of the Business Combination, Holdings is expected to be listed on the Nasdaq Stock Market, subject to customary closing conditions[108]. Stockholder Actions and Amendments - On April 20, 2023, stockholders approved an extension for the business combination deadline from May 19, 2023, to November 19, 2023[36]. - On November 17, 2023, stockholders approved another extension of the business combination deadline to May 19, 2024[38]. - On December 28, 2023, stockholders approved an amendment allowing Class B common stock to convert to Class A common stock on a one-to-one basis[39]. - The Company held a special meeting on May 17, 2024, where stockholders approved an amendment extending the termination date for a business combination from May 19, 2024, to November 19, 2024, with 1,125,154 shares redeemed at approximately $10.78 per share, totaling $12,136,736[132]. Financial Instruments and Derivatives - The fair value of the company’s financial instruments approximates their carrying amounts due to their short-term nature[60]. - The company has a derivative liability amounting to $6,893,760 as of March 31, 2024, up from $6,646,080 as of December 31, 2023[151]. - The fair value of the Non-Redemption Agreements derivative liability increased to $6,893,760 from $6,646,080 at the end of 2023, reflecting a change of $247,680[129]. Tax Liabilities - The Company has accrued but unpaid income tax liability of $345,055 and unpaid Delaware franchise tax liability of $91,506 as of March 31, 2024[164]. - The Company's effective tax rate was (11.11)% for the three months ended March 31, 2024, compared to 22.43% for the same period in 2023, primarily due to a valuation allowance on deferred tax assets[76]. Internal Controls and Compliance - The company has identified material weaknesses in internal controls over financial reporting as of March 31, 2024[170]. - The company has not made adjustments to asset or liability carrying amounts in light of substantial doubt about its ability to continue as a going concern[47]. IPO and Financing - The Company sold 30,000,000 Units in its IPO at a purchase price of $10.00 per Unit, raising a total of $300,000,000, which was deposited into the Trust Account[82][83]. - The Sponsor purchased 1,350,000 Private Units at a price of $10.00 per Private Unit, totaling $13,500,000, with $600,000 not yet funded as of March 31, 2024[85]. - The underwriters received cash underwriting commissions of $5,300,000 and are entitled to a deferred underwriting commission of $11,200,000 upon completion of the initial Business Combination[96]. Risk Factors - The company’s cash balances regularly exceed the federally insured limit of $250,000, posing a concentration of credit risk[59]. - There are no defaults upon senior securities reported[179]. - There are no mine safety disclosures applicable to the company[180].

Business Combination Requirements - The Business Combination Agreement requires a minimum cash and cash equivalents of $6 million at closing, including cash in the trust account and proceeds from financing after deducting transaction expenses[66]. - The company must complete its initial business combination by May 19, 2024, which may limit the time available for due diligence and negotiations with potential target businesses[69]. - The company must complete its initial business combination by May 19, 2024, or during any extension period, or it will cease operations and redeem public shares[96]. - The company has a minimum cash requirement at closing for the business combination, increasing the risk of an unsuccessful transaction[95]. - The Business Combination Agreement requires a minimum of $6 million in cash and cash equivalents at closing, with liabilities not exceeding $250,000[196]. - The company may need to seek additional financing if trust account proceeds are insufficient to complete the initial Business Combination[196]. Stockholder Dynamics - The company’s public stockholders may not have the opportunity to vote on the proposed initial business combination, as initial stockholders have agreed to vote in favor regardless of public stockholder sentiment[63]. - Initial stockholders own approximately 28% of the outstanding common stock, which may influence the likelihood of receiving requisite stockholder approval for the business combination[90]. - The company’s initial stockholders control approximately 28% of the common stock, which may influence actions requiring stockholder votes[194]. - Stockholders are restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering without prior consent, which may limit their influence[229]. Financial Considerations - The company has raised $165 million through a PIPE transaction to support its business combination with Heliogen, Inc., a provider of AI-enabled concentrated solar power[37]. - The net proceeds from the initial public offering and private placement units will provide only $1,675,000 available outside the trust account for working capital requirements[140]. - The company may incur substantial debt to complete the initial business combination, which could negatively impact cash flow and limit funds available for dividends and other corporate purposes[178][180]. - If the company fails to complete its initial business combination, public stockholders may only receive an estimated $10.20 per share upon redemption[112]. - There is a risk that third-party claims could reduce the funds available for initial business combinations and redemptions below $10.20 per share[119]. Management and Operational Risks - The company has a strong management team with experience in sourcing, structuring, acquiring, and selling businesses, which is expected to facilitate successful business combinations[46]. - The company’s management team has a track record of driving growth and profitability, which is a key criterion for evaluating potential business combinations[42]. - The management team has extensive experience in identifying strategic investments globally, but risks inherent in potential business combinations may not be fully assessed[127]. - Key personnel's retention post-business combination is uncertain, which could impact operations and profitability[215]. - The company may not hold a stockholder vote for the initial business combination unless required by law or stock exchange rules, allowing for potential completion without majority public approval[89]. Regulatory and Compliance Issues - The company is exempt from certain SEC rules for blank check companies due to having net tangible assets exceeding $5 million upon IPO completion[78]. - The company is not required to obtain an independent opinion for business combinations with affiliated entities, which may affect the perceived fairness of such transactions[44]. - The company is not required to obtain an independent valuation for business combinations, which may leave stockholders without assurance of fair pricing[131]. - If deemed an investment company under the Investment Company Act, the company may face burdensome compliance requirements that could hinder its ability to complete a business combination[226]. - The company may face regulatory issues if key personnel are not familiar with U.S. securities laws, which could adversely affect operations[177]. Market and Competitive Landscape - The company may face challenges in completing a desirable business combination due to market conditions and the need for third-party financing if redemption requests exceed expectations[67]. - The company may face increased competition for attractive targets as the number of special purpose acquisition companies rises[79]. - The competition for attractive business combination targets has increased, potentially complicating the completion of initial business combinations[109]. - The ability of public stockholders to redeem shares for cash may deter potential business combination targets, complicating the completion of the business combination[92]. Internal Control and Reporting Issues - The company has identified a material weakness in internal controls related to reporting period closing, which could lead to an understatement of liabilities[114]. - As of December 31, 2023, the company's internal controls over financial reporting were deemed ineffective due to identified material weaknesses[114]. - The company has identified material weaknesses in its internal controls over financial reporting, which could adversely affect its ability to report results accurately and timely[141]. - As of December 31, 2023, there is a material weakness related to compliance with the Trust Agreement regarding the use of funds withdrawn from the Trust Account for tax liabilities[142]. Miscellaneous Risks - The company may face challenges in obtaining sufficient liability insurance for directors and officers, which could impact the ability to complete business combinations[107]. - The company may face conflicts of interest due to its officers and directors having obligations to other entities, which could affect the selection of business combination targets[191]. - The underwriter may have conflicts of interest due to financial interests tied to the consummation of a business combination[214]. - The company may seek business combination opportunities in industries outside of its management's areas of expertise, which could pose additional risks[156]. - The company may seek business combination opportunities with early-stage or financially unstable businesses, which could lead to volatile financial performance[130].

Financial Performance - Net income for the three months ended September 30, 2023, was $73,099, compared to $900,716 for the same period in 2022, reflecting a decline of approximately 91.9%[12]. - For the nine months ended September 30, 2023, the company reported a net income of $3,278,853, compared to $547,265 for the same period in 2022, indicating a significant increase in profitability[19]. - For the three months ended September 30, 2023, the company reported a net income of approximately $73,000, a decrease from $901,000 in the same period of 2022[138][139]. - For the nine months ended September 30, 2023, the company achieved a net income of approximately $3.3 million, compared to $547,000 for the same period in 2022[140][141]. Assets and Liabilities - Total current assets decreased from $654,413 in December 2022 to $180,067 in September 2023, a decline of approximately 72.5%[10]. - Total liabilities rose from $12,295,708 in December 2022 to $14,162,090 in September 2023, an increase of approximately 15.2%[10]. - The accumulated deficit increased from $10,428,727 in December 2022 to $13,041,005 in September 2023, a rise of about 25.1%[10]. - The total stockholders' deficit increased from $11,027,547 in December 2022 to $13,639,825 in September 2023, an increase of about 23.7%[10]. - As of September 30, 2023, the company had a working capital deficit of approximately $2.8 million, highlighting potential liquidity challenges[39]. Cash Flow and Liquidity - The net cash used in operating activities for the nine months ended September 30, 2023, was $(1,796,904), compared to $(614,490) for the same period in 2022, reflecting increased operational expenditures[19]. - The total cash at the end of the period was $130,303, down from $466,375 at the end of the same period in 2022, indicating a decrease in liquidity[19]. - The company has $600,000 in a subscription receivable, which will be used to satisfy liquidity needs[39]. - The company’s liquidity condition raises substantial doubt about its ability to continue as a going concern, with plans to extend the mandatory liquidation date[147]. Business Operations and Future Plans - The company has not engaged in any operations or generated revenues since its inception, with all activities related to its formation and initial public offering[23]. - The company has not completed any business combinations and has no specific targets identified as of the reporting date[22]. - On April 20, 2023, the company extended the deadline for completing a business combination from May 19, 2023, to November 19, 2023, allowing more time to identify a target[37]. - The company intends to complete a Business Combination before the mandatory liquidation date[42]. - The company has entered into a non-binding letter of intent for a potential business combination with Airspace Experience Technologies, Inc., with a definitive agreement anticipated by the end of the year[123][132]. Stock and Shareholder Information - The weighted average shares outstanding of Class A common stock decreased from 31,350,000 in Q3 2022 to 5,504,572 in Q3 2023[12]. - Approximately 25,845,428 shares of Class A common stock were redeemed for a cash redemption price of approximately $10.43 per share, totaling an aggregate redemption amount of $269,597,445[37]. - As of September 30, 2023, 4,154,572 shares of Class A common stock are subject to possible redemption, presented at redemption value as temporary equity[61]. - The Class A common stock subject to possible redemption as of September 30, 2023 was valued at $43,654,218, reflecting an increase in redemption value of $407,662 during the quarter[99]. Investment and Trust Account - Investments held in Trust Account dropped significantly from $309,744,280 in December 2022 to $43,996,416 in September 2023, representing a decrease of about 85.8%[10]. - The company generated net cash provided by investing activities of $271,114,927, primarily from cash withdrawn from the Trust Account in connection with redemption[19]. - The fair value of the company's assets and liabilities approximates their carrying amounts due to their short-term nature[55]. - The net proceeds in the Trust Account are invested in U.S. government securities with a maturity of 185 days or less[157]. Administrative and Other Expenses - General and administrative expenses increased from $140,020 in Q3 2022 to $244,646 in Q3 2023, an increase of about 74.5%[12]. - The Company incurred administrative service fees of $30,000 and $90,000 for the three and nine months ended September 30, 2023, respectively, consistent with the same periods in 2022[88]. Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[48]. - The Company had a full valuation allowance against deferred tax assets as of September 30, 2023, indicating that it is more likely than not that these assets will not be realized[70].