ShoulderUp Technology Acquisition Corp. Reports $4.5 Million Net Loss for Q1 2025

ShoulderUp Technology Acquisition Corp. (SUAC) reported a net loss of approximately $4.5 million for the three months ended March 31, 2025, compared to a net loss of about $440,000 for the same period in 2024. The significant increase in losses was primarily driven by a change in the fair value of derivative liabilities, which amounted to approximately $3.7 million in the current quarter, compared to $248,000 in the prior year. General and administrative expenses decreased to $301,511 from $357,763, while franchise tax expenses also saw a reduction to $15,800 from $52,706 year-over-year.

As of March 31, 2025, the company reported total assets of $6.05 million, a slight increase from $6.02 million at the end of 2024. The cash held in the Trust Account was $5.6 million, up from $5.58 million at the end of the previous year. However, total liabilities surged to $19.36 million, compared to $14.82 million at the end of 2024, largely due to an increase in the non-redemption agreements derivative liability, which rose to $12.6 million from $8.89 million.

In terms of operational developments, ShoulderUp has been actively pursuing a business combination. On February 6, 2025, stockholders approved a Business Combination Agreement with CID HoldCo, Inc. and SEE ID, Inc. However, the company has faced challenges, including a mandatory liquidation date that has passed, raising concerns about its ability to continue as a going concern. As of the end of the reporting period, the company had a working capital deficit of approximately $6.3 million and $400,093 in its operating bank account.

The company has also engaged in several stockholder meetings to extend the deadline for completing its business combination, with the most recent extension pushing the deadline to May 19, 2024. Additionally, the company has entered into non-redemption agreements with certain stockholders to encourage them not to redeem their shares during these meetings. As of March 31, 2025, there were 12,306,589 shares of Class A common stock outstanding, with 506,589 shares subject to possible redemption.

Looking ahead, ShoulderUp's management has expressed uncertainty regarding the completion of its business combination, which remains subject to various conditions, including stockholder approval and regulatory compliance. The company continues to evaluate potential targets and is focused on securing the necessary financing to facilitate its strategic objectives.