ShoulderUp Technology Acquisition (SUAC) - 2023 Q1 - Quarterly Report

Financial Position - As of March 31, 2023, total assets amounted to $313,439,510, a slight increase from $310,398,693 as of December 31, 2022[10] - Current liabilities increased to $1,786,148 from $1,095,708, primarily due to an increase in income tax payable from $414,724 to $1,094,237[10] - The company has a stockholders' deficit of $11,233,426 as of March 31, 2023, compared to $11,027,547 at the end of 2022[10] - As of March 31, 2023, the Company had approximately $0.3 million in its operating bank account and a working capital deficit of approximately $1.3 million[38] - The Company has $600,000 in subscription receivable to satisfy liquidity needs[39] - The Company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern[42] - The Company has not made adjustments to the carrying amounts of assets or liabilities should it be required to liquidate after November 19, 2023[42] Income and Revenue - For the three months ended March 31, 2023, the net income was $2,350,377, compared to a net loss of $273,803 for the same period in 2022[12] - The company reported total other income of $3,286,176 for Q1 2023, significantly higher than $30,833 in Q1 2022[12] - Basic and diluted net income per share for Class A common stock was $0.06 for Q1 2023, compared to a loss of $0.01 in Q1 2022[12] - The net income for the three months ended March 31, 2023, was $1,762,783 for Class A common stock and $587,594 for Class B common stock, resulting in a basic and diluted net income per common share of $0.06 for both classes[69] - The Company has not generated any operating revenues and will not do so until the completion of its initial business combination[127] IPO and Capital Structure - The company completed its IPO on November 19, 2021, raising gross proceeds of $300,000,000 from the sale of 30,000,000 units[24] - The Company sold 30,000,000 Units in its Initial Public Offering (IPO) at a price of $10.00 per Unit, raising a total of $306,000,000, which was deposited into the Trust Account[79][80] - The Sponsor purchased 1,350,000 Private Units at a price of $10.00 per Private Unit, totaling $13,500,000, with $600,000 recorded as subscription receivable as of March 31, 2023[81] - The Company has authorized 300,000,000 shares of Class A common stock, with 31,350,000 shares outstanding as of March 31, 2023, of which 30,000,000 are subject to possible redemption[94] - The Company has issued 15,675,000 warrants, each entitling the holder to purchase one Class A common share at a price of $11.50[103] Trust Account and Investments - The Trust Account holds $312,929,167 as of March 31, 2023, with investments primarily in U.S. government securities[10] - The Company has $312,929,167 in investments held in a money market fund as of March 31, 2023, reflecting a fair value measurement[109] - The net proceeds in the Trust Account are invested in U.S. government securities with a maturity of 185 days or less[146] Business Operations and Future Plans - The company has not engaged in any operations or generated revenues as of March 31, 2023, focusing on identifying a target for a business combination[22] - The Company intends to complete a Business Combination before the mandatory liquidation date of November 19, 2023, to avoid liquidation[134] - The Company entered into Non-Redemption Agreements to encourage investors not to redeem shares at the meeting, potentially allocating up to 1,000,000 Founder Shares[117] Tax and Regulatory Matters - The Company is subject to a new U.S. federal 1% excise tax on certain stock repurchases occurring on or after January 1, 2023[45] - The Company has a full valuation allowance against deferred tax assets as of March 31, 2023, indicating that it is more likely than not that these assets will not be realized[71] - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties related to unrecognized tax benefits as of March 31, 2023[73] - The Company’s management does not expect any significant changes in unrecognized tax benefits over the next twelve months[74] Costs and Expenses - The Company incurred $30,000 in administrative service fees for the three months ended March 31, 2023, consistent with the previous year[89] - Total transaction costs amounted to $6,620,368, which included $5,300,000 in underwriting commissions[145] Miscellaneous - The Company is classified as an "emerging growth company" and may take advantage of certain exemptions from various reporting requirements[50] - The Company is evaluating the impact of recent accounting pronouncements, including ASU 2020-06 and ASU 2022-03, on its financial statements[75][76] - There were no defaults upon senior securities reported by the company[147] - The company has filed various certifications and exhibits as part of its quarterly report[152]