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].
ShoulderUp Technology Acquisition (SUAC) - 2024 Q4 - Annual Report