ShoulderUp Technology Acquisition (SUAC) - 2022 Q2 - Quarterly Report

Part I. Financial Information Item 1. Condensed Financial Statements The non-operational blank check company reported a net loss of approximately $353,000 and a stockholders' deficit of $10.7 million as of June 30, 2022 Condensed Balance Sheets Condensed Balance Sheet Data (Unaudited) | Metric | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Assets | | | | Cash | $402,953 | $790,770 | | Investments held in Trust Account | $306,447,176 | $306,003,154 | | Total Assets | $307,229,231 | $307,327,601 | | Liabilities & Stockholders' Deficit | | | | Total current liabilities | $707,718 | $452,636 | | Deferred underwriting commissions | $11,200,000 | $11,200,000 | | Total liabilities | $11,907,718 | $11,652,636 | | Class A common stock subject to possible redemption | $306,053,183 | $306,000,000 | | Total stockholders' deficit | $(10,731,670) | $(10,325,035) | Condensed Statements of Operations Condensed Statements of Operations (Unaudited) | Metric | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | General and administrative expenses | $374,969 | $629,604 | | Loss from operations | $(424,969) | $(729,604) | | Income from investments held in Trust Account | $413,207 | $444,021 | | Net loss | $(79,649) | $(353,451) | | Basic and diluted net loss per share, Class A | $(0.00) | $(0.01) | Condensed Statements of Cash Flows - For the six months ended June 30, 2022, net cash used in operating activities was $387,817, driven by a net loss adjusted for non-cash items[17] Notes to Unaudited Condensed Financial Statements The notes detail the company's SPAC formation, its IPO proceeds, and the May 19, 2023 deadline for completing a business combination - The Company is a blank check company formed to effect a business combination and has not yet selected a target[20][21] - The company has until May 19, 2023 (18 months from its IPO), with a possible 3-month extension, to complete an initial Business Combination[31] - Management determined that the mandatory liquidation requirement raises substantial doubt about the Company's ability to continue as a going concern[39] - The Sponsor purchased 1,350,000 Private Units at $10.00 per unit and is paid $10,000 per month for administrative services[75][82] - A deferred underwriting commission of $11,200,000 is payable from the Trust Account upon completion of the initial Business Combination[85] Management's Discussion and Analysis of Financial Condition and Results of Operations The blank check company incurred a net loss of approximately $353,000 for the six months ended June 30, 2022, with its future contingent on a business combination - The company is a blank check company that consummated its IPO on November 19, 2021, placing $306 million into a Trust Account[110][111] Results of Operations Summary | Period | Net Loss | Key Components | | :--- | :--- | :--- | | Three months ended June 30, 2022 | $80,000 | G&A expenses ($375k), franchise tax ($50k), income tax ($68k), offset by investment income ($413k) | | Six months ended June 30, 2022 | $353,000 | G&A expenses ($630k), franchise tax ($100k), income tax ($68k), offset by investment income ($444k) | - As of June 30, 2022, the company had approximately $403,000 in cash and $74,000 in working capital[118] - Management concluded that the mandatory liquidation requirement raises substantial doubt about the company's ability to continue as a going concern[120] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, this section is not required - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk[128] Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal controls - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2022[130] - No material changes to the company's internal control over financial reporting occurred during the fiscal quarter ended June 30, 2022[132] Part II. Other Information Legal Proceedings The company reported no legal proceedings - There are no legal proceedings to report[134] Risk Factors Key risks include market volatility, geopolitical instability, and increased competition from other SPACs impacting the search for a business combination - The search for a business combination may be adversely affected by the COVID-19 pandemic, market volatility, and geopolitical conflicts[136][137] - A substantial increase in the number of SPACs has intensified competition for attractive target businesses, potentially increasing acquisition costs[138][139] Unregistered Sales of Equity Securities and Use of Proceeds The company details the allocation of its IPO and private placement proceeds, with $306 million placed in the Trust Account - Following the IPO and Private Placement, $306,000,000 was deposited into the Trust Account, with $1,656,890 available for working capital[140] - Total transaction costs for the IPO were $6,620,368, including $5,300,000 in underwriting commissions[140] Defaults Upon Senior Securities The company reported no defaults upon senior securities - None[142] Mine Safety Disclosures This item is not applicable to the company - Not applicable[143] Other Information The company reported no other information - None[144] Exhibits This section lists the exhibits filed with the report, including required officer certifications - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act[146] Part III. Signatures