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].
ShoulderUp Technology Acquisition (SUAC) - 2023 Q3 - Quarterly Report