$suac 2024 Q2 10-Q

Concept	2024 Q2
Revenue
YoY Change
Cost Of Revenue
YoY Change
Gross Profit
YoY Change
Gross Profit Margin
Selling, General & Admin
YoY Change
% of Gross Profit
Research & Development
YoY Change
% of Gross Profit
Depreciation & Amortization
YoY Change
% of Gross Profit
Operating Expenses
YoY Change
Operating Profit	-$332.2K
YoY Change	3.2%
Interest Expense
YoY Change
% of Operating Profit
Other Income/Expense, Net	$158.0K
YoY Change	-89.57%
Pretax Income	-$174.2K
YoY Change	-114.98%
Income Tax	$48.59K
% Of Pretax Income
Net Earnings	-$222.8K
YoY Change	-126.05%
Net Earnings / Revenue
Basic Earnings Per Share
Diluted Earnings Per Share
COMMON SHARES
Basic Shares Outstanding
Diluted Shares Outstanding

Concept	2024 Q2
SHORT-TERM ASSETS
Cash & Short-Term Investments
YoY Change
Cash & Equivalents	$290.5K
Short-Term Investments
Other Short-Term Assets
YoY Change
Inventory
Prepaid Expenses
Receivables
Other Receivables
Total Short-Term Assets	$290.5K
YoY Change	-70.71%
LONG-TERM ASSETS
Property, Plant & Equipment
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments
YoY Change
Other Assets
YoY Change
Total Long-Term Assets	$9.298M
YoY Change	-78.61%
TOTAL ASSETS
Total Short-Term Assets	$290.5K
Total Long-Term Assets	$9.298M
Total Assets	$9.588M
YoY Change	-78.43%
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable	$1.187M
YoY Change	72.82%
Accrued Expenses
YoY Change
Deferred Revenue
YoY Change
Short-Term Debt
YoY Change
Long-Term Debt Due
YoY Change
Total Short-Term Liabilities	$4.868M
YoY Change	46.59%
LONG-TERM LIABILITIES
Long-Term Debt
YoY Change
Other Long-Term Liabilities
YoY Change
Total Long-Term Liabilities
YoY Change
TOTAL LIABILITIES
Total Short-Term Liabilities	$4.868M
Total Long-Term Liabilities
Total Liabilities	$26.97M
YoY Change	85.73%
SHAREHOLDERS EQUITY
Retained Earnings	-$26.01M
YoY Change	104.69%
Common Stock
YoY Change
Preferred Stock
YoY Change
Treasury Stock (at cost)
YoY Change
Treasury Stock Shares
Shareholders Equity	-$26.61M
YoY Change
Total Liabilities & Shareholders Equity	$9.588M
YoY Change	-78.43%

Concept	2024 Q2
OPERATING ACTIVITIES
Net Income	-$222.8K
YoY Change	-126.05%
Depreciation, Depletion And Amortization
YoY Change
Cash From Operating Activities
YoY Change
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities
YoY Change
Cash From Investing Activities
YoY Change
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities
YoY Change
NET CHANGE
Cash From Operating Activities
Cash From Investing Activities
Cash From Financing Activities
Net Change In Cash
YoY Change
FREE CASH FLOW
Cash From Operating Activities
Capital Expenditures
Free Cash Flow
YoY Change

Frame	Concept Type	Concept / XBRL Key	Value	Unit
CY2023Q4	us-gaap	Preferred Stock Shares Outstanding PreferredStockSharesOutstanding		shares
CY2023Q4	us-gaap	Additional Paid In Capital AdditionalPaidInCapital		usd
	dei	Entity File Number EntityFileNumber	001-41076
	dei	Entity Registrant Name EntityRegistrantName	SHOULDERUP TECHNOLOGY ACQUISITION CORP.
CY2024Q2	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued		shares
CY2024Q2	us-gaap	Additional Paid In Capital AdditionalPaidInCapital		usd
	dei	Document Type DocumentType	10-Q
	dei	Document Quarterly Report DocumentQuarterlyReport	true
	dei	Document Period End Date DocumentPeriodEndDate	2024-06-30
	dei	Document Fiscal Year Focus DocumentFiscalYearFocus	2024
	dei	Document Transition Report DocumentTransitionReport	false
	dei	Entity Incorporation State Country Code EntityIncorporationStateCountryCode	DE
	dei	Entity Tax Identification Number EntityTaxIdentificationNumber	87-1730135
	dei	Entity Address Address Line1 EntityAddressAddressLine1	125 Townpark Drive
	dei	Entity Address Address Line2 EntityAddressAddressLine2	Suite 300
	dei	Entity Address City Or Town EntityAddressCityOrTown	Kennesaw
	dei	Entity Address State Or Province EntityAddressStateOrProvince	GA
	dei	Entity Address Postal Zip Code EntityAddressPostalZipCode	30144
	dei	City Area Code CityAreaCode	(970)
	dei	Local Phone Number LocalPhoneNumber	924-0446
	dei	Entity Current Reporting Status EntityCurrentReportingStatus	Yes
	dei	Entity Interactive Data Current EntityInteractiveDataCurrent	Yes
	dei	Entity Filer Category EntityFilerCategory	Non-accelerated Filer
	dei	Entity Small Business EntitySmallBusiness	true
	dei	Entity Emerging Growth Company EntityEmergingGrowthCompany	true
	dei	Entity Ex Transition Period EntityExTransitionPeriod	false
	dei	Entity Shell Company EntityShellCompany	true
CY2024Q2	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	290466	usd
CY2023Q4	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	403456	usd
CY2024Q2	us-gaap	Assets Current AssetsCurrent	290466	usd
CY2023Q4	us-gaap	Assets Current AssetsCurrent	403456	usd
CY2024Q2	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	9297875	usd
CY2023Q4	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	21099267	usd
CY2024Q2	us-gaap	Assets Assets	9588341	usd
CY2023Q4	us-gaap	Assets Assets	21502723	usd
CY2024Q2	us-gaap	Accounts Payable Current AccountsPayableCurrent	1187020	usd
CY2023Q4	us-gaap	Accounts Payable Current AccountsPayableCurrent	798071	usd
CY2024Q2	suac	Franchise Tax Payable FranchiseTaxPayable	48800	usd
CY2023Q4	suac	Franchise Tax Payable FranchiseTaxPayable	38800	usd
CY2024Q2	us-gaap	Taxes Payable Current TaxesPayableCurrent	132576	usd
CY2023Q4	us-gaap	Taxes Payable Current TaxesPayableCurrent	301072	usd
CY2024Q2	suac	Excise Tax Payable Current ExciseTaxPayableCurrent	3046381	usd
CY2023Q4	suac	Excise Tax Payable Current ExciseTaxPayableCurrent	2925014	usd
CY2024Q2	us-gaap	Liabilities Current LiabilitiesCurrent	4868049	usd
CY2024Q2	us-gaap	Stockholders Equity StockholdersEquity	-26607456	usd
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-21632811	usd
CY2024Q2	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	9588341	usd
CY2023Q4	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	21502723	usd
CY2024Q2	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	333599	usd
CY2023Q2	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	271900	usd
	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	691362	usd
	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	477786	usd
CY2024Q2	suac	Franchise Tax Expense FranchiseTaxExpense	-1411	usd
CY2023Q2	suac	Franchise Tax Expense FranchiseTaxExpense	50000	usd
	suac	Franchise Tax Expense FranchiseTaxExpense	51295	usd
	suac	Franchise Tax Expense FranchiseTaxExpense	100400	usd
CY2024Q2	us-gaap	Operating Income Loss OperatingIncomeLoss	-332188	usd
CY2023Q2	us-gaap	Operating Income Loss OperatingIncomeLoss	-321900	usd
	us-gaap	Operating Income Loss OperatingIncomeLoss	-742657	usd
	us-gaap	Operating Income Loss OperatingIncomeLoss	-578186	usd
CY2024Q2	us-gaap	Interest Income Operating InterestIncomeOperating	2156	usd
	us-gaap	Interest Income Operating InterestIncomeOperating	6791	usd
CY2024Q2	us-gaap	Investment Income Interest InvestmentIncomeInterest	227832	usd
CY2023Q2	us-gaap	Investment Income Interest InvestmentIncomeInterest	1514844	usd
	us-gaap	Investment Income Interest InvestmentIncomeInterest	485344	usd
	us-gaap	Investment Income Interest InvestmentIncomeInterest	4801013	usd
CY2024Q2	suac	Change In Fair Valueof Derivative Liability ChangeInFairValueofDerivativeLiability	72000	usd
CY2023Q2	suac	Change In Fair Valueof Derivative Liability ChangeInFairValueofDerivativeLiability	30000	usd
	suac	Change In Fair Valueof Derivative Liability ChangeInFairValueofDerivativeLiability	319680	usd
	suac	Change In Fair Valueof Derivative Liability ChangeInFairValueofDerivativeLiability	30000	usd
CY2023Q4	us-gaap	Liabilities Current LiabilitiesCurrent	4181229	usd
CY2024Q2	us-gaap	Derivative Liabilities Noncurrent DerivativeLiabilitiesNoncurrent	10901760	usd
CY2023Q4	us-gaap	Derivative Liabilities Noncurrent DerivativeLiabilitiesNoncurrent	6646080	usd
CY2024Q2	suac	Deferred Underwriting Commissions DeferredUnderwritingCommissions	11200000	usd
CY2023Q4	suac	Deferred Underwriting Commissions DeferredUnderwritingCommissions	11200000	usd
CY2024Q2	us-gaap	Liabilities Liabilities	26969809	usd
CY2023Q4	us-gaap	Liabilities Liabilities	22027309	usd
CY2024Q2	us-gaap	Temporary Equity Carrying Amount Attributable To Parent TemporaryEquityCarryingAmountAttributableToParent	9225988	usd
CY2023Q4	us-gaap	Temporary Equity Carrying Amount Attributable To Parent TemporaryEquityCarryingAmountAttributableToParent	21108225	usd
CY2024Q2	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.0001
CY2024Q2	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2023Q4	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2024Q2	us-gaap	Stockholders Equity Note Subscriptions Receivable StockholdersEquityNoteSubscriptionsReceivable	600000	usd
CY2023Q4	us-gaap	Stockholders Equity Note Subscriptions Receivable StockholdersEquityNoteSubscriptionsReceivable	600000	usd
CY2024Q2	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-26008636	usd
CY2023Q4	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-21033991	usd
CY2024Q2	us-gaap	Stockholders Equity StockholdersEquity	-26607456	usd
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-21632811	usd
CY2024Q2	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	9588341	usd
CY2023Q4	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	21502723	usd
CY2024Q2	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	333599	usd
CY2023Q2	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	271900	usd
	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	691362	usd
	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	477786	usd
CY2024Q2	suac	Franchise Tax Expense FranchiseTaxExpense	-1411	usd
CY2023Q2	suac	Franchise Tax Expense FranchiseTaxExpense	50000	usd
	suac	Franchise Tax Expense FranchiseTaxExpense	51295	usd
CY2024Q2	us-gaap	Operating Income Loss OperatingIncomeLoss	-332188	usd
CY2023Q2	us-gaap	Operating Income Loss OperatingIncomeLoss	-321900	usd
	us-gaap	Operating Income Loss OperatingIncomeLoss	-742657	usd
	us-gaap	Operating Income Loss OperatingIncomeLoss	-578186	usd
CY2024Q2	us-gaap	Interest Income Operating InterestIncomeOperating	2156	usd
CY2023Q2	us-gaap	Interest Income Operating InterestIncomeOperating	63	usd
	us-gaap	Interest Income Operating InterestIncomeOperating	6791	usd
	us-gaap	Interest Income Operating InterestIncomeOperating	70	usd
CY2024Q2	us-gaap	Investment Income Interest InvestmentIncomeInterest	227832	usd
CY2023Q2	us-gaap	Investment Income Interest InvestmentIncomeInterest	1514844	usd
	us-gaap	Investment Income Interest InvestmentIncomeInterest	485344	usd
	us-gaap	Investment Income Interest InvestmentIncomeInterest	4801013	usd
CY2024Q2	suac	Change In Fair Valueof Derivative Liability ChangeInFairValueofDerivativeLiability	72000	usd
CY2023Q2	suac	Change In Fair Valueof Derivative Liability ChangeInFairValueofDerivativeLiability	30000	usd
CY2024Q2	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	157988	usd
CY2023Q2	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	1484907	usd
	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	172455	usd
	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	4771083	usd
CY2024Q2	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-174200	usd
CY2023Q2	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	1163007	usd
	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-570202	usd
	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	4192897	usd
CY2024Q2	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	48593	usd
CY2023Q2	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	307630	usd
	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	92576	usd
	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	987143	usd
CY2024Q2	us-gaap	Net Income Loss NetIncomeLoss	-222793	usd
CY2023Q2	us-gaap	Net Income Loss NetIncomeLoss	855377	usd
CY2024Q2	us-gaap	Derivative Liabilities Noncurrent DerivativeLiabilitiesNoncurrent	10901760	usd
CY2023Q4	us-gaap	Derivative Liabilities Noncurrent DerivativeLiabilitiesNoncurrent	6646080	usd
CY2024Q2	suac	Deferred Underwriting Commissions DeferredUnderwritingCommissions	11200000	usd
CY2023Q4	suac	Deferred Underwriting Commissions DeferredUnderwritingCommissions	11200000	usd
CY2024Q2	us-gaap	Liabilities Liabilities	26969809	usd
CY2023Q4	us-gaap	Liabilities Liabilities	22027309	usd
CY2024Q2	us-gaap	Temporary Equity Carrying Amount Attributable To Parent TemporaryEquityCarryingAmountAttributableToParent	9225988	usd
CY2023Q4	us-gaap	Temporary Equity Carrying Amount Attributable To Parent TemporaryEquityCarryingAmountAttributableToParent	21108225	usd
CY2024Q2	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.0001
CY2023Q4	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.0001
CY2024Q2	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2023Q4	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2024Q2	us-gaap	Stockholders Equity Note Subscriptions Receivable StockholdersEquityNoteSubscriptionsReceivable	600000	usd
CY2023Q4	us-gaap	Stockholders Equity Note Subscriptions Receivable StockholdersEquityNoteSubscriptionsReceivable	600000	usd
CY2024Q2	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-26008636	usd
CY2023Q4	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-21033991	usd
CY2024Q2	us-gaap	Stockholders Equity StockholdersEquity	-26607456	usd
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-21632811	usd
CY2024Q2	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	9588341	usd
CY2023Q4	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	21502723	usd
CY2024Q2	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	333599	usd
CY2023Q2	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	271900	usd
	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	691362	usd
	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	477786	usd
CY2024Q2	suac	Franchise Tax Expense FranchiseTaxExpense	-1411	usd
CY2023Q2	suac	Franchise Tax Expense FranchiseTaxExpense	50000	usd
	suac	Franchise Tax Expense FranchiseTaxExpense	51295	usd
	suac	Franchise Tax Expense FranchiseTaxExpense	100400	usd
CY2023Q2	us-gaap	Operating Income Loss OperatingIncomeLoss	-321900	usd
	us-gaap	Operating Income Loss OperatingIncomeLoss	-742657	usd
	us-gaap	Operating Income Loss OperatingIncomeLoss	-578186	usd
CY2024Q2	us-gaap	Interest Income Operating InterestIncomeOperating	2156	usd
CY2023Q2	us-gaap	Interest Income Operating InterestIncomeOperating	63	usd
	us-gaap	Interest Income Operating InterestIncomeOperating	70	usd
CY2024Q2	us-gaap	Investment Income Interest InvestmentIncomeInterest	227832	usd
CY2023Q2	us-gaap	Investment Income Interest InvestmentIncomeInterest	1514844	usd
	us-gaap	Investment Income Interest InvestmentIncomeInterest	485344	usd
	us-gaap	Investment Income Interest InvestmentIncomeInterest	4801013	usd
CY2024Q2	suac	Change In Fair Valueof Derivative Liability ChangeInFairValueofDerivativeLiability	72000	usd
CY2023Q2	suac	Change In Fair Valueof Derivative Liability ChangeInFairValueofDerivativeLiability	30000	usd
	suac	Change In Fair Valueof Derivative Liability ChangeInFairValueofDerivativeLiability	319680	usd
	suac	Change In Fair Valueof Derivative Liability ChangeInFairValueofDerivativeLiability	30000	usd
CY2024Q2	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	157988	usd
CY2023Q2	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	1484907	usd
	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	172455	usd
	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	4771083	usd
CY2024Q2	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-174200	usd
	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-570202	usd
CY2023Q2	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	307630	usd
	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	92576	usd
	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	987143	usd
CY2024Q2	us-gaap	Net Income Loss NetIncomeLoss	-222793	usd
	us-gaap	Net Income Loss NetIncomeLoss	-662778	usd
	us-gaap	Net Income Loss NetIncomeLoss	3205754	usd
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-21632811	usd
CY2024Q2	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	157988	usd
CY2023Q2	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	1484907	usd
	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	172455	usd
	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	4771083	usd
CY2024Q2	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-174200	usd
CY2023Q2	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	1163007	usd
CY2024Q2	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	48593	usd
CY2023Q2	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	307630	usd
	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	92576	usd
	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	987143	usd
CY2024Q2	us-gaap	Net Income Loss NetIncomeLoss	-222793	usd
CY2023Q2	us-gaap	Net Income Loss NetIncomeLoss	855377	usd
	us-gaap	Net Income Loss NetIncomeLoss	-662778	usd
	us-gaap	Net Income Loss NetIncomeLoss	3205754	usd
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-21632811	usd
CY2024Q1	us-gaap	Temporary Equity Accretion To Redemption Value Adjustment TemporaryEquityAccretionToRedemptionValueAdjustment	123849	usd
CY2024Q1	us-gaap	Net Income Loss NetIncomeLoss	-439985	usd
CY2024Q1	us-gaap	Stockholders Equity StockholdersEquity	-22196645	usd
CY2024Q2	suac	Adjustmentto Accumulated Defeicit Fair Value Of Nonredemption Agreements Liability At Issuance AdjustmenttoAccumulatedDefeicitFairValueOfNonredemptionAgreementsLiabilityAtIssuance	-3936000	usd
CY2024Q2	suac	Adjustmentto Accumulated Deficit Excise Tax Liability On Share Redemptions AdjustmenttoAccumulatedDeficitExciseTaxLiabilityOnShareRedemptions	-121367	usd
CY2024Q2	us-gaap	Temporary Equity Accretion To Redemption Value Adjustment TemporaryEquityAccretionToRedemptionValueAdjustment	130651	usd
CY2024Q2	us-gaap	Net Income Loss NetIncomeLoss	-222793	usd
CY2024Q2	us-gaap	Stockholders Equity StockholdersEquity	-26607456	usd
CY2022Q4	us-gaap	Stockholders Equity StockholdersEquity	-11027547	usd
CY2023Q1	us-gaap	Net Income Loss NetIncomeLoss	2350377	usd
CY2023Q1	us-gaap	Temporary Equity Accretion To Redemption Value Adjustment TemporaryEquityAccretionToRedemptionValueAdjustment	2556256	usd
CY2023Q1	us-gaap	Stockholders Equity StockholdersEquity	-11233426	usd
CY2023Q2	suac	Adjustmentto Accumulated Defeicit Fair Value Of Nonredemption Agreements Liability At Issuance AdjustmenttoAccumulatedDefeicitFairValueOfNonredemptionAgreementsLiabilityAtIssuance	-1770000	usd
CY2023Q2	us-gaap	Net Income Loss NetIncomeLoss	855377	usd
CY2023Q2	us-gaap	Temporary Equity Accretion To Redemption Value Adjustment TemporaryEquityAccretionToRedemptionValueAdjustment	1157213	usd
CY2023Q2	us-gaap	Stockholders Equity StockholdersEquity	-13305262	usd
	us-gaap	Net Income Loss NetIncomeLoss	-662778	usd
	us-gaap	Net Income Loss NetIncomeLoss	3205754	usd
	us-gaap	Investment Income Interest InvestmentIncomeInterest	485344	usd
	us-gaap	Investment Income Interest InvestmentIncomeInterest	4801013	usd
	us-gaap	Fair Value Adjustment Of Warrants FairValueAdjustmentOfWarrants	319680	usd
	us-gaap	Fair Value Adjustment Of Warrants FairValueAdjustmentOfWarrants	30000	usd
	us-gaap	Increase Decrease In Prepaid Expense IncreaseDecreaseInPrepaidExpense	-101616	usd
	us-gaap	Increase Decrease In Accounts Payable IncreaseDecreaseInAccountsPayable	388948	usd
	us-gaap	Increase Decrease In Accounts Payable IncreaseDecreaseInAccountsPayable	134785	usd
	suac	Increase Decrease Franchise Tax Payable IncreaseDecreaseFranchiseTaxPayable	-10000	usd
	suac	Increase Decrease Franchise Tax Payable IncreaseDecreaseFranchiseTaxPayable	82082	usd
	us-gaap	Increase Decrease In Accrued Income Taxes Payable IncreaseDecreaseInAccruedIncomeTaxesPayable	-168496	usd
	us-gaap	Increase Decrease In Accrued Income Taxes Payable IncreaseDecreaseInAccruedIncomeTaxesPayable	342143	usd
	us-gaap	Increase Decrease In Due To Related Parties IncreaseDecreaseInDueToRelatedParties	60000	usd
	us-gaap	Increase Decrease In Due To Related Parties IncreaseDecreaseInDueToRelatedParties	30229	usd
	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-537990	usd
	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-1038568	usd
	suac	Investment Income Released From Trust Account To Pay For Taxes InvestmentIncomeReleasedFromTrustAccountToPayForTaxes	150000	usd
	suac	Investment Income Released From Trust Account To Pay For Taxes InvestmentIncomeReleasedFromTrustAccountToPayForTaxes	1477482	usd
	suac	Cash Withdrawn From Trust Account In Connection With Redemption CashWithdrawnFromTrustAccountInConnectionWithRedemption	12136736	usd
	suac	Cash Withdrawn From Trust Account In Connection With Redemption CashWithdrawnFromTrustAccountInConnectionWithRedemption	269597445	usd
	us-gaap	Net Cash Provided By Used In Investing Activities NetCashProvidedByUsedInInvestingActivities	12286736	usd
	us-gaap	Payments For Repurchase Of Common Stock PaymentsForRepurchaseOfCommonStock	12136736	usd
	us-gaap	Payments For Repurchase Of Common Stock PaymentsForRepurchaseOfCommonStock	269597445	usd
	us-gaap	Net Cash Provided By Used In Financing Activities NetCashProvidedByUsedInFinancingActivities	-11861736	usd
	us-gaap	Net Income Loss NetIncomeLoss	-662778	usd
	us-gaap	Net Income Loss NetIncomeLoss	3205754	usd
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-21632811	usd
CY2024Q1	us-gaap	Temporary Equity Accretion To Redemption Value Adjustment TemporaryEquityAccretionToRedemptionValueAdjustment	123849	usd
CY2024Q1	us-gaap	Net Income Loss NetIncomeLoss	-439985	usd
CY2024Q1	us-gaap	Stockholders Equity StockholdersEquity	-22196645	usd
CY2024Q2	suac	Adjustmentto Accumulated Defeicit Fair Value Of Nonredemption Agreements Liability At Issuance AdjustmenttoAccumulatedDefeicitFairValueOfNonredemptionAgreementsLiabilityAtIssuance	-3936000	usd
CY2024Q2	suac	Adjustmentto Accumulated Deficit Excise Tax Liability On Share Redemptions AdjustmenttoAccumulatedDeficitExciseTaxLiabilityOnShareRedemptions	-121367	usd
CY2024Q2	us-gaap	Stockholders Equity StockholdersEquity	-26607456	usd
CY2022Q4	us-gaap	Stockholders Equity StockholdersEquity	-11027547	usd
CY2023Q1	us-gaap	Temporary Equity Accretion To Redemption Value Adjustment TemporaryEquityAccretionToRedemptionValueAdjustment	2556256	usd
CY2023Q1	us-gaap	Stockholders Equity StockholdersEquity	-11233426	usd
CY2023Q2	suac	Adjustmentto Accumulated Defeicit Fair Value Of Nonredemption Agreements Liability At Issuance AdjustmenttoAccumulatedDefeicitFairValueOfNonredemptionAgreementsLiabilityAtIssuance	-1770000	usd
CY2023Q2	us-gaap	Temporary Equity Accretion To Redemption Value Adjustment TemporaryEquityAccretionToRedemptionValueAdjustment	1157213	usd
CY2023Q2	us-gaap	Stockholders Equity StockholdersEquity	-13305262	usd
	us-gaap	Net Income Loss NetIncomeLoss	-662778	usd
	us-gaap	Net Income Loss NetIncomeLoss	3205754	usd
	us-gaap	Investment Income Interest InvestmentIncomeInterest	485344	usd
	us-gaap	Investment Income Interest InvestmentIncomeInterest	4801013	usd
	us-gaap	Fair Value Adjustment Of Warrants FairValueAdjustmentOfWarrants	319680	usd
	us-gaap	Fair Value Adjustment Of Warrants FairValueAdjustmentOfWarrants	30000	usd
	us-gaap	Increase Decrease In Prepaid Expense IncreaseDecreaseInPrepaidExpense	-101616	usd
	us-gaap	Increase Decrease In Accounts Payable IncreaseDecreaseInAccountsPayable	388948	usd
	us-gaap	Increase Decrease In Accounts Payable IncreaseDecreaseInAccountsPayable	134785	usd
	suac	Increase Decrease Franchise Tax Payable IncreaseDecreaseFranchiseTaxPayable	-10000	usd
	suac	Increase Decrease Franchise Tax Payable IncreaseDecreaseFranchiseTaxPayable	82082	usd
	us-gaap	Increase Decrease In Accrued Income Taxes Payable IncreaseDecreaseInAccruedIncomeTaxesPayable	-168496	usd
	us-gaap	Increase Decrease In Accrued Income Taxes Payable IncreaseDecreaseInAccruedIncomeTaxesPayable	342143	usd
	us-gaap	Increase Decrease In Due To Related Parties IncreaseDecreaseInDueToRelatedParties	60000	usd
	us-gaap	Increase Decrease In Due To Related Parties IncreaseDecreaseInDueToRelatedParties	30229	usd
	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-537990	usd
	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-1038568	usd
	suac	Investment Income Released From Trust Account To Pay For Taxes InvestmentIncomeReleasedFromTrustAccountToPayForTaxes	150000	usd
	suac	Investment Income Released From Trust Account To Pay For Taxes InvestmentIncomeReleasedFromTrustAccountToPayForTaxes	1477482	usd
	suac	Cash Withdrawn From Trust Account In Connection With Redemption CashWithdrawnFromTrustAccountInConnectionWithRedemption	12136736	usd
	suac	Cash Withdrawn From Trust Account In Connection With Redemption CashWithdrawnFromTrustAccountInConnectionWithRedemption	269597445	usd
	us-gaap	Net Cash Provided By Used In Investing Activities NetCashProvidedByUsedInInvestingActivities	12286736	usd
	us-gaap	Net Cash Provided By Used In Investing Activities NetCashProvidedByUsedInInvestingActivities	271074927	usd
	us-gaap	Proceeds From Related Party Debt ProceedsFromRelatedPartyDebt	275000	usd
	us-gaap	Payments For Repurchase Of Common Stock PaymentsForRepurchaseOfCommonStock	12136736	usd
	us-gaap	Payments For Repurchase Of Common Stock PaymentsForRepurchaseOfCommonStock	269597445	usd
	us-gaap	Net Cash Provided By Used In Financing Activities NetCashProvidedByUsedInFinancingActivities	-11861736	usd
	us-gaap	Net Cash Provided By Used In Financing Activities NetCashProvidedByUsedInFinancingActivities	-269597445	usd
	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	-112990	usd
	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	438914	usd
CY2023Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	403456	usd
CY2022Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	409725	usd
CY2024Q2	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	290466	usd
CY2023Q2	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	848639	usd
	us-gaap	Income Taxes Paid IncomeTaxesPaid	645000	usd
	suac	Initial Classification Of Shareholder Nonredemption Agreements Derivative Liability InitialClassificationOfShareholderNonredemptionAgreementsDerivativeLiability	3936000	usd
	suac	Initial Classification Of Shareholder Nonredemption Agreements Derivative Liability InitialClassificationOfShareholderNonredemptionAgreementsDerivativeLiability	1770000	usd
	suac	Excise Tax Liability For Redemptions Of Class A Common Stock ExciseTaxLiabilityForRedemptionsOfClassACommonStock	261072	usd
	suac	Cash Paid For Income Taxes CashPaidForIncomeTaxes	254501	usd
	suac	Cash Paid For Income Taxes CashPaidForIncomeTaxes	645000	usd
	us-gaap	Nature Of Operations NatureOfOperations	<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Note 1 - Organization and Business Operation</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">ShoulderUp Technology Acquisition Corp. (the “Company”) is a blank check company formed as a Delaware corporation on May 20, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of June 30, 2024, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from May 20, 2021 (inception) through June 30, 2024 relates to the Company’s formation and its initial public offering (the “Initial Public Offering” or “IPO”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s Sponsor is ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The registration statements for the Company’s IPO were declared effective on November 17, 2021. On November 19, 2021, the Company consummated the IPO of 30,000,000 units, including 3,500,000 units pursuant to the exercise of the underwriters’ over-allotment option in full, at $10.00 per unit (the “Units”), which is discussed in Note 3, generating gross proceeds to the Company of $300,000,000. Each Unit consists of one share (the “Public Shares”) of Class A common stock, par value $0.0001 per share (“Class A common stock”), and one-half of one warrant (the “Public Warrants”). Each whole Public Warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Simultaneously with the consummation of the IPO, the Company consummated the private placement of 1,350,000 private units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement, generating gross proceeds to the Company of $13,500,000, of which $600,000 has not been funded and was recorded as subscription receivable, which is described in Note 4. Each Private Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-half of one warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Transaction costs amounted to $17,820,368 consisting of $5,300,000 of underwriting commissions, $11,200,000 of deferred underwriting commissions, and $1,320,368 of other offering costs (including $795,000 of offering costs reimbursed by the underwriters) and was allocated between Class A common stock subject to possible redemption, Public Warrants, Private Placement Shares, and Private Placement Warrants.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Following the closing of the IPO on November 19, 2021, $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was deposited into a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, which may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on December 28, 2023 we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of a Business Combination or our liquidation. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay tax obligations and up to $100,000 to pay dissolution expenses, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s redemption of 100% of the outstanding public shares if it has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders are entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account initially deposited into the Trust following the closing of the IPO was $10.20 per Public Share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with Public Warrants, the initial carrying value of common stock classified as temporary equity was then allocated proceeds determined in accordance with FASB ASC 470-20. The Public Shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately as they occur, measured at the end of each reporting period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The initial stockholders, sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any shares of Class B common stock, par value $0.0001 (the “Founder Shares”), Private Placement Shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On April 20, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from May 19, 2023, to November 19, 2023 (the date which is 24 months from the closing date of the Company’s initial public offering of units). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of April 21, 2023. In connection with Special Meeting, holders of 25,845,428 shares of the Company’s Class A common stock exercised their right to redeem their shares for a cash redemption price of approximately $10.43 per share, or an aggregate redemption amount of $269,597,445. Following such redemptions, approximately 4,154,572 shares of Class A common stock remain issued and outstanding.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On October 16, 2023, the Company announced that it has entered into a non-binding letter of intent for a potential business combination with Airspace Experience Technologies, Inc., a pioneer in the urban mobility market. The non-binding letter of intent was terminated on December 1, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On November 17, 2023, the Company, held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date (the “Termination Date”) by which the Company must consummate a business combination (the “Charter Extension”) from November 19, 2023 (the “Original Termination Date”) to May 19, 2024 or such earlier date as may be determined by the Company’s board of directors in its sole discretion (the “Charter Extension Date”). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of November 15, 2023. In connection with the Extension Amendment Proposal, holders of 2,170,004 shares of the Company’s common stock properly exercised their right to redeem their shares. $22,904,010 or $10.55 per share was withdrawn from the Trust Account, leaving $20,946,765 in the Trust Account after the redemptions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 28, 2023, the Company held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for the right of a holder of Class B common stock of the Company to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. The newly issued Class A common stock would not have any redemption rights and would continue to be subject to a lock-up period upon consummation of the business combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 19, 2023, the NYSE filed a Form 25 to delist the Company securities. The delisting was effective on December 29, 2023. On March 6, 2024, pursuant to Rule 15c-211 of the U.S. Securities Exchange Act, as amended (the “Exchange Act”), as amended, a market maker filed a Form 211 with the Financial Industry Regulatory Authority, Inc. (“FINRA”) to initiate proprietary trading of the Class A common stock, the units, and the warrants of the Company. Pursuant to Rule 15c2-11 (the “Exchange Act”), the submission of Form 211 to the FINRA OTC Compliance Unit enables broker-dealers to initiate or resume trading quotes on the “pink sheets” by OTC Markets Group Inc. for securities not listed on the New York Stock Exchange or The Nasdaq Stock Market LLC. The securities are expected to be quoted on the Pink Sheets, but there can be no assurance if or when this will occur.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On May 17, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination from May 19, 2024 to November 19, 2024 or such earlier date as may be determined by the Company’s board of directors in its sole discretion. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of May 17, 2024. In connection with the Extension Amendment Proposal, holders of 1,125,154 shares of the Company’s common stock properly exercised their right to redeem their shares. $12,136,736 or $10.78 per share was withdrawn from the Trust Account, leaving $9,270,270 in the Trust Account after the redemptions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 27, 2024, the Company issued a press release announcing that on June 26, 2024, the Company was assigned the trading symbols SUAC, SUACU and SUACW for its common stock, units and warrants, respectively, by FINRA.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="text-align: justify; margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">As a result, the Company’s common stock, units and warrants begin to be quoted and traded in the over-the-counter market.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Franchise and Income Tax Withdrawals from Trust Account</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Since completion of its IPO on November 19, 2021, and through June 30, 2024, the Company withdrew $2,636,344 from the Trust Account to pay its liabilities related to the income and Delaware franchise taxes. Through June 30, 2024, the Company remitted $2,527,064 to the respective tax authorities, which resulted in remaining excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $109,279. Additionally, as of June 30, 2024, the Company had accrued but unpaid income tax liability of $132,576 and unpaid liability for the Delaware franchise tax of $48,800, As of June 30, 2024, the Company had $290,466 in its operating account, which included $109,279 reserved for payment of Company’s tax liabilities.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On April 2, 2024, the Company issued a convertible promissory note to the sponsor for the working capital needs in the amount of $275,000, of which $175,000 was funded on April 2, 2024, and $100,000 was funded on April 10, 2024. On April 10, 2024, the Company remitted $261,072 to Internal Revenue Service for its income tax liability and $38,800 (net of accrued interest) to Delaware Department of State for its franchise tax liability. The Sponsor’s working capital loan also replenished the Company’s operating account to maintain the remaining difference of $259,679 between amounts withdrawn from the Trust Account and remitted to the tax authorities, which will be used solely for payment of its income and Delaware franchise tax obligations. The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from additional financing from the Sponsor, without additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>Liquidity and Capital Resources</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of June 30, 2024, the Company had $290,466 in its operating bank account and working capital deficit of approximately $4.6 million. $259,679 of the amount of cash on hand as of June 30, 2024 relate to the amounts that were withdrawn from the Trust for payment of income and Delaware Franchise Taxes and can not be used for any other purpose.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition, the Company has $600,000 in a subscription receivable, which will be used to satisfy the Company’s liquidity needs. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5), and an advance from the Sponsor of approximately $29,000 (see Note 5). The Company repaid $24,000 on November 19, 2021 and the remaining $5,000 remains outstanding and is due on demand. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, over-allotment and the Private Placement held outside of the Trust Account. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loans.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and the mandatory liquidation date raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 19, 2024 upon the approval of the extension of the liquidation date at the special shareholder meeting on May 17, 2024. The unaudited Condensed Consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Risks and Uncertainties</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Inflation Reduction Act of 2022</i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On April 20, 2023, the Company’s stockholders redeemed 25,845,428 shares of the Company’s Class A common stock for a total of $269,597,445. On November 17, 2023, the Company’s stockholders redeemed 2,170,004 shares of the Company’s Class A common stock for a total of $22,904,010. The Company evaluated the classification and accounting of the share/ stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. Management has evaluated the requirements of the IR Act and the Company’s operations at the end of the reporting period and has determined that a liability of $3,046,381 should be recorded for the excise tax in connection with the above-mentioned redemptions as of June 30, 2024. This liability will be reviewed and remeasured at each reporting period.</p>
CY2024Q1	us-gaap	Temporary Equity Accretion To Redemption Value Adjustment TemporaryEquityAccretionToRedemptionValueAdjustment	123849	usd
CY2024Q1	us-gaap	Stockholders Equity StockholdersEquity	-22196645	usd
CY2024Q2	suac	Adjustmentto Accumulated Defeicit Fair Value Of Nonredemption Agreements Liability At Issuance AdjustmenttoAccumulatedDefeicitFairValueOfNonredemptionAgreementsLiabilityAtIssuance	-3936000	usd
CY2024Q2	suac	Adjustmentto Accumulated Deficit Excise Tax Liability On Share Redemptions AdjustmenttoAccumulatedDeficitExciseTaxLiabilityOnShareRedemptions	-121367	usd
CY2024Q2	us-gaap	Net Income Loss NetIncomeLoss	-222793	usd
CY2024Q2	us-gaap	Stockholders Equity StockholdersEquity	-26607456	usd
CY2022Q4	us-gaap	Stockholders Equity StockholdersEquity	-11027547	usd
CY2023Q1	us-gaap	Temporary Equity Accretion To Redemption Value Adjustment TemporaryEquityAccretionToRedemptionValueAdjustment	2556256	usd
CY2023Q2	us-gaap	Temporary Equity Accretion To Redemption Value Adjustment TemporaryEquityAccretionToRedemptionValueAdjustment	1157213	usd
CY2023Q2	us-gaap	Stockholders Equity StockholdersEquity	-13305262	usd
	us-gaap	Net Income Loss NetIncomeLoss	-662778	usd
	us-gaap	Net Income Loss NetIncomeLoss	3205754	usd
	us-gaap	Investment Income Interest InvestmentIncomeInterest	485344	usd
	us-gaap	Fair Value Adjustment Of Warrants FairValueAdjustmentOfWarrants	30000	usd
	us-gaap	Increase Decrease In Prepaid Expense IncreaseDecreaseInPrepaidExpense	-101616	usd
	us-gaap	Increase Decrease In Accounts Payable IncreaseDecreaseInAccountsPayable	388948	usd
	us-gaap	Increase Decrease In Accounts Payable IncreaseDecreaseInAccountsPayable	134785	usd
	suac	Increase Decrease Franchise Tax Payable IncreaseDecreaseFranchiseTaxPayable	-10000	usd
	suac	Increase Decrease Franchise Tax Payable IncreaseDecreaseFranchiseTaxPayable	82082	usd
	us-gaap	Increase Decrease In Accrued Income Taxes Payable IncreaseDecreaseInAccruedIncomeTaxesPayable	-168496	usd
	us-gaap	Increase Decrease In Accrued Income Taxes Payable IncreaseDecreaseInAccruedIncomeTaxesPayable	342143	usd
	us-gaap	Increase Decrease In Due To Related Parties IncreaseDecreaseInDueToRelatedParties	60000	usd
	us-gaap	Increase Decrease In Due To Related Parties IncreaseDecreaseInDueToRelatedParties	30229	usd
	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-537990	usd
	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-1038568	usd
	suac	Investment Income Released From Trust Account To Pay For Taxes InvestmentIncomeReleasedFromTrustAccountToPayForTaxes	1477482	usd
	suac	Cash Withdrawn From Trust Account In Connection With Redemption CashWithdrawnFromTrustAccountInConnectionWithRedemption	12136736	usd
	suac	Cash Withdrawn From Trust Account In Connection With Redemption CashWithdrawnFromTrustAccountInConnectionWithRedemption	269597445	usd
	us-gaap	Proceeds From Related Party Debt ProceedsFromRelatedPartyDebt	275000	usd
	us-gaap	Payments For Repurchase Of Common Stock PaymentsForRepurchaseOfCommonStock	12136736	usd
	us-gaap	Payments For Repurchase Of Common Stock PaymentsForRepurchaseOfCommonStock	269597445	usd
	us-gaap	Net Cash Provided By Used In Financing Activities NetCashProvidedByUsedInFinancingActivities	-11861736	usd
	us-gaap	Net Cash Provided By Used In Financing Activities NetCashProvidedByUsedInFinancingActivities	-269597445	usd
	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	-112990	usd
	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	438914	usd
CY2023Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	403456	usd
CY2022Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	409725	usd
CY2024Q2	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	290466	usd
CY2023Q2	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	848639	usd
	us-gaap	Income Taxes Paid IncomeTaxesPaid	261072	usd
	us-gaap	Income Taxes Paid IncomeTaxesPaid	645000	usd
	suac	Initial Classification Of Shareholder Nonredemption Agreements Derivative Liability InitialClassificationOfShareholderNonredemptionAgreementsDerivativeLiability	3936000	usd
	suac	Excise Tax Liability For Redemptions Of Class A Common Stock ExciseTaxLiabilityForRedemptionsOfClassACommonStock	261072	usd
	suac	Cash Paid For Income Taxes CashPaidForIncomeTaxes	254501	usd
	suac	Cash Paid For Income Taxes CashPaidForIncomeTaxes	645000	usd
	us-gaap	Nature Of Operations NatureOfOperations	<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Note 1 - Organization and Business Operation</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">ShoulderUp Technology Acquisition Corp. (the “Company”) is a blank check company formed as a Delaware corporation on May 20, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of June 30, 2024, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from May 20, 2021 (inception) through June 30, 2024 relates to the Company’s formation and its initial public offering (the “Initial Public Offering” or “IPO”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s Sponsor is ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The registration statements for the Company’s IPO were declared effective on November 17, 2021. On November 19, 2021, the Company consummated the IPO of 30,000,000 units, including 3,500,000 units pursuant to the exercise of the underwriters’ over-allotment option in full, at $10.00 per unit (the “Units”), which is discussed in Note 3, generating gross proceeds to the Company of $300,000,000. Each Unit consists of one share (the “Public Shares”) of Class A common stock, par value $0.0001 per share (“Class A common stock”), and one-half of one warrant (the “Public Warrants”). Each whole Public Warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Simultaneously with the consummation of the IPO, the Company consummated the private placement of 1,350,000 private units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement, generating gross proceeds to the Company of $13,500,000, of which $600,000 has not been funded and was recorded as subscription receivable, which is described in Note 4. Each Private Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-half of one warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Transaction costs amounted to $17,820,368 consisting of $5,300,000 of underwriting commissions, $11,200,000 of deferred underwriting commissions, and $1,320,368 of other offering costs (including $795,000 of offering costs reimbursed by the underwriters) and was allocated between Class A common stock subject to possible redemption, Public Warrants, Private Placement Shares, and Private Placement Warrants.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Following the closing of the IPO on November 19, 2021, $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was deposited into a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, which may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on December 28, 2023 we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of a Business Combination or our liquidation. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay tax obligations and up to $100,000 to pay dissolution expenses, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s redemption of 100% of the outstanding public shares if it has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders are entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account initially deposited into the Trust following the closing of the IPO was $10.20 per Public Share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with Public Warrants, the initial carrying value of common stock classified as temporary equity was then allocated proceeds determined in accordance with FASB ASC 470-20. The Public Shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately as they occur, measured at the end of each reporting period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The initial stockholders, sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any shares of Class B common stock, par value $0.0001 (the “Founder Shares”), Private Placement Shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On April 20, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from May 19, 2023, to November 19, 2023 (the date which is 24 months from the closing date of the Company’s initial public offering of units). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of April 21, 2023. In connection with Special Meeting, holders of 25,845,428 shares of the Company’s Class A common stock exercised their right to redeem their shares for a cash redemption price of approximately $10.43 per share, or an aggregate redemption amount of $269,597,445. Following such redemptions, approximately 4,154,572 shares of Class A common stock remain issued and outstanding.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On October 16, 2023, the Company announced that it has entered into a non-binding letter of intent for a potential business combination with Airspace Experience Technologies, Inc., a pioneer in the urban mobility market. The non-binding letter of intent was terminated on December 1, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On November 17, 2023, the Company, held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date (the “Termination Date”) by which the Company must consummate a business combination (the “Charter Extension”) from November 19, 2023 (the “Original Termination Date”) to May 19, 2024 or such earlier date as may be determined by the Company’s board of directors in its sole discretion (the “Charter Extension Date”). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of November 15, 2023. In connection with the Extension Amendment Proposal, holders of 2,170,004 shares of the Company’s common stock properly exercised their right to redeem their shares. $22,904,010 or $10.55 per share was withdrawn from the Trust Account, leaving $20,946,765 in the Trust Account after the redemptions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 28, 2023, the Company held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for the right of a holder of Class B common stock of the Company to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. The newly issued Class A common stock would not have any redemption rights and would continue to be subject to a lock-up period upon consummation of the business combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 19, 2023, the NYSE filed a Form 25 to delist the Company securities. The delisting was effective on December 29, 2023. On March 6, 2024, pursuant to Rule 15c-211 of the U.S. Securities Exchange Act, as amended (the “Exchange Act”), as amended, a market maker filed a Form 211 with the Financial Industry Regulatory Authority, Inc. (“FINRA”) to initiate proprietary trading of the Class A common stock, the units, and the warrants of the Company. Pursuant to Rule 15c2-11 (the “Exchange Act”), the submission of Form 211 to the FINRA OTC Compliance Unit enables broker-dealers to initiate or resume trading quotes on the “pink sheets” by OTC Markets Group Inc. for securities not listed on the New York Stock Exchange or The Nasdaq Stock Market LLC. The securities are expected to be quoted on the Pink Sheets, but there can be no assurance if or when this will occur.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On May 17, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination from May 19, 2024 to November 19, 2024 or such earlier date as may be determined by the Company’s board of directors in its sole discretion. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of May 17, 2024. In connection with the Extension Amendment Proposal, holders of 1,125,154 shares of the Company’s common stock properly exercised their right to redeem their shares. $12,136,736 or $10.78 per share was withdrawn from the Trust Account, leaving $9,270,270 in the Trust Account after the redemptions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 27, 2024, the Company issued a press release announcing that on June 26, 2024, the Company was assigned the trading symbols SUAC, SUACU and SUACW for its common stock, units and warrants, respectively, by FINRA.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="text-align: justify; margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">As a result, the Company’s common stock, units and warrants begin to be quoted and traded in the over-the-counter market.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Franchise and Income Tax Withdrawals from Trust Account</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Since completion of its IPO on November 19, 2021, and through June 30, 2024, the Company withdrew $2,636,344 from the Trust Account to pay its liabilities related to the income and Delaware franchise taxes. Through June 30, 2024, the Company remitted $2,527,064 to the respective tax authorities, which resulted in remaining excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $109,279. Additionally, as of June 30, 2024, the Company had accrued but unpaid income tax liability of $132,576 and unpaid liability for the Delaware franchise tax of $48,800, As of June 30, 2024, the Company had $290,466 in its operating account, which included $109,279 reserved for payment of Company’s tax liabilities.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On April 2, 2024, the Company issued a convertible promissory note to the sponsor for the working capital needs in the amount of $275,000, of which $175,000 was funded on April 2, 2024, and $100,000 was funded on April 10, 2024. On April 10, 2024, the Company remitted $261,072 to Internal Revenue Service for its income tax liability and $38,800 (net of accrued interest) to Delaware Department of State for its franchise tax liability. The Sponsor’s working capital loan also replenished the Company’s operating account to maintain the remaining difference of $259,679 between amounts withdrawn from the Trust Account and remitted to the tax authorities, which will be used solely for payment of its income and Delaware franchise tax obligations. The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from additional financing from the Sponsor, without additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>Liquidity and Capital Resources</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of June 30, 2024, the Company had $290,466 in its operating bank account and working capital deficit of approximately $4.6 million. $259,679 of the amount of cash on hand as of June 30, 2024 relate to the amounts that were withdrawn from the Trust for payment of income and Delaware Franchise Taxes and can not be used for any other purpose.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition, the Company has $600,000 in a subscription receivable, which will be used to satisfy the Company’s liquidity needs. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5), and an advance from the Sponsor of approximately $29,000 (see Note 5). The Company repaid $24,000 on November 19, 2021 and the remaining $5,000 remains outstanding and is due on demand. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, over-allotment and the Private Placement held outside of the Trust Account. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loans.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and the mandatory liquidation date raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 19, 2024 upon the approval of the extension of the liquidation date at the special shareholder meeting on May 17, 2024. The unaudited Condensed Consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Risks and Uncertainties</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Inflation Reduction Act of 2022</i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On April 20, 2023, the Company’s stockholders redeemed 25,845,428 shares of the Company’s Class A common stock for a total of $269,597,445. On November 17, 2023, the Company’s stockholders redeemed 2,170,004 shares of the Company’s Class A common stock for a total of $22,904,010. The Company evaluated the classification and accounting of the share/ stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. Management has evaluated the requirements of the IR Act and the Company’s operations at the end of the reporting period and has determined that a liability of $3,046,381 should be recorded for the excise tax in connection with the above-mentioned redemptions as of June 30, 2024. This liability will be reviewed and remeasured at each reporting period.</p>
CY2021Q4	us-gaap	Proceeds From Issuance Initial Public Offering ProceedsFromIssuanceInitialPublicOffering	300000000	usd
CY2024Q2	us-gaap	Stockholders Equity Note Subscriptions Receivable StockholdersEquityNoteSubscriptionsReceivable	600000	usd
	suac	Transaction Costs TransactionCosts	17820368	usd
	suac	Underwriting Commissions UnderwritingCommissions	5300000	usd
CY2024Q2	suac	Deferred Underwriting Commissions DeferredUnderwritingCommissions	11200000	usd
CY2024Q2	us-gaap	Deferred Offering Costs DeferredOfferingCosts	1320368	usd
	suac	Offering Costs Reimbursed By Underwriters OfferingCostsReimbursedByUnderwriters	795000	usd
CY2024Q2	suac	Minimum Percentage Of Fair Market Value Of Business Acquisition To Trust Account Balance MinimumPercentageOfFairMarketValueOfBusinessAcquisitionToTrustAccountBalance	0.80	pure
CY2024Q2	suac	Minimum Percentage Of Voting Interests To Be Acquired In Business Combination MinimumPercentageOfVotingInterestsToBeAcquiredInBusinessCombination	0.50	pure
CY2021Q4	suac	Investment Securities Maturity Period InvestmentSecuritiesMaturityPeriod	P185D
	us-gaap	Net Cash Provided By Used In Financing Activities NetCashProvidedByUsedInFinancingActivities	-269597445	usd
	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	-112990	usd
	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	438914	usd
CY2023Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	403456	usd
CY2022Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	409725	usd
CY2024Q2	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	290466	usd
CY2023Q2	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	848639	usd
	us-gaap	Income Taxes Paid IncomeTaxesPaid	261072	usd
	us-gaap	Income Taxes Paid IncomeTaxesPaid	645000	usd
	suac	Initial Classification Of Shareholder Nonredemption Agreements Derivative Liability InitialClassificationOfShareholderNonredemptionAgreementsDerivativeLiability	3936000	usd
	suac	Initial Classification Of Shareholder Nonredemption Agreements Derivative Liability InitialClassificationOfShareholderNonredemptionAgreementsDerivativeLiability	1770000	usd
	suac	Excise Tax Liability For Redemptions Of Class A Common Stock ExciseTaxLiabilityForRedemptionsOfClassACommonStock	261072	usd
	suac	Cash Paid For Income Taxes CashPaidForIncomeTaxes	254501	usd
	suac	Cash Paid For Income Taxes CashPaidForIncomeTaxes	645000	usd
	us-gaap	Nature Of Operations NatureOfOperations	<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Note 1 - Organization and Business Operation</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">ShoulderUp Technology Acquisition Corp. (the “Company”) is a blank check company formed as a Delaware corporation on May 20, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of June 30, 2024, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from May 20, 2021 (inception) through June 30, 2024 relates to the Company’s formation and its initial public offering (the “Initial Public Offering” or “IPO”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s Sponsor is ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The registration statements for the Company’s IPO were declared effective on November 17, 2021. On November 19, 2021, the Company consummated the IPO of 30,000,000 units, including 3,500,000 units pursuant to the exercise of the underwriters’ over-allotment option in full, at $10.00 per unit (the “Units”), which is discussed in Note 3, generating gross proceeds to the Company of $300,000,000. Each Unit consists of one share (the “Public Shares”) of Class A common stock, par value $0.0001 per share (“Class A common stock”), and one-half of one warrant (the “Public Warrants”). Each whole Public Warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Simultaneously with the consummation of the IPO, the Company consummated the private placement of 1,350,000 private units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement, generating gross proceeds to the Company of $13,500,000, of which $600,000 has not been funded and was recorded as subscription receivable, which is described in Note 4. Each Private Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-half of one warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Transaction costs amounted to $17,820,368 consisting of $5,300,000 of underwriting commissions, $11,200,000 of deferred underwriting commissions, and $1,320,368 of other offering costs (including $795,000 of offering costs reimbursed by the underwriters) and was allocated between Class A common stock subject to possible redemption, Public Warrants, Private Placement Shares, and Private Placement Warrants.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Following the closing of the IPO on November 19, 2021, $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was deposited into a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, which may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on December 28, 2023 we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of a Business Combination or our liquidation. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay tax obligations and up to $100,000 to pay dissolution expenses, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s redemption of 100% of the outstanding public shares if it has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders are entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account initially deposited into the Trust following the closing of the IPO was $10.20 per Public Share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with Public Warrants, the initial carrying value of common stock classified as temporary equity was then allocated proceeds determined in accordance with FASB ASC 470-20. The Public Shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately as they occur, measured at the end of each reporting period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The initial stockholders, sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any shares of Class B common stock, par value $0.0001 (the “Founder Shares”), Private Placement Shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On April 20, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from May 19, 2023, to November 19, 2023 (the date which is 24 months from the closing date of the Company’s initial public offering of units). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of April 21, 2023. In connection with Special Meeting, holders of 25,845,428 shares of the Company’s Class A common stock exercised their right to redeem their shares for a cash redemption price of approximately $10.43 per share, or an aggregate redemption amount of $269,597,445. Following such redemptions, approximately 4,154,572 shares of Class A common stock remain issued and outstanding.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On October 16, 2023, the Company announced that it has entered into a non-binding letter of intent for a potential business combination with Airspace Experience Technologies, Inc., a pioneer in the urban mobility market. The non-binding letter of intent was terminated on December 1, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On November 17, 2023, the Company, held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date (the “Termination Date”) by which the Company must consummate a business combination (the “Charter Extension”) from November 19, 2023 (the “Original Termination Date”) to May 19, 2024 or such earlier date as may be determined by the Company’s board of directors in its sole discretion (the “Charter Extension Date”). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of November 15, 2023. In connection with the Extension Amendment Proposal, holders of 2,170,004 shares of the Company’s common stock properly exercised their right to redeem their shares. $22,904,010 or $10.55 per share was withdrawn from the Trust Account, leaving $20,946,765 in the Trust Account after the redemptions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 28, 2023, the Company held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for the right of a holder of Class B common stock of the Company to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. The newly issued Class A common stock would not have any redemption rights and would continue to be subject to a lock-up period upon consummation of the business combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 19, 2023, the NYSE filed a Form 25 to delist the Company securities. The delisting was effective on December 29, 2023. On March 6, 2024, pursuant to Rule 15c-211 of the U.S. Securities Exchange Act, as amended (the “Exchange Act”), as amended, a market maker filed a Form 211 with the Financial Industry Regulatory Authority, Inc. (“FINRA”) to initiate proprietary trading of the Class A common stock, the units, and the warrants of the Company. Pursuant to Rule 15c2-11 (the “Exchange Act”), the submission of Form 211 to the FINRA OTC Compliance Unit enables broker-dealers to initiate or resume trading quotes on the “pink sheets” by OTC Markets Group Inc. for securities not listed on the New York Stock Exchange or The Nasdaq Stock Market LLC. The securities are expected to be quoted on the Pink Sheets, but there can be no assurance if or when this will occur.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On May 17, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination from May 19, 2024 to November 19, 2024 or such earlier date as may be determined by the Company’s board of directors in its sole discretion. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of May 17, 2024. In connection with the Extension Amendment Proposal, holders of 1,125,154 shares of the Company’s common stock properly exercised their right to redeem their shares. $12,136,736 or $10.78 per share was withdrawn from the Trust Account, leaving $9,270,270 in the Trust Account after the redemptions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 27, 2024, the Company issued a press release announcing that on June 26, 2024, the Company was assigned the trading symbols SUAC, SUACU and SUACW for its common stock, units and warrants, respectively, by FINRA.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="text-align: justify; margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">As a result, the Company’s common stock, units and warrants begin to be quoted and traded in the over-the-counter market.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Franchise and Income Tax Withdrawals from Trust Account</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Since completion of its IPO on November 19, 2021, and through June 30, 2024, the Company withdrew $2,636,344 from the Trust Account to pay its liabilities related to the income and Delaware franchise taxes. Through June 30, 2024, the Company remitted $2,527,064 to the respective tax authorities, which resulted in remaining excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $109,279. Additionally, as of June 30, 2024, the Company had accrued but unpaid income tax liability of $132,576 and unpaid liability for the Delaware franchise tax of $48,800, As of June 30, 2024, the Company had $290,466 in its operating account, which included $109,279 reserved for payment of Company’s tax liabilities.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On April 2, 2024, the Company issued a convertible promissory note to the sponsor for the working capital needs in the amount of $275,000, of which $175,000 was funded on April 2, 2024, and $100,000 was funded on April 10, 2024. On April 10, 2024, the Company remitted $261,072 to Internal Revenue Service for its income tax liability and $38,800 (net of accrued interest) to Delaware Department of State for its franchise tax liability. The Sponsor’s working capital loan also replenished the Company’s operating account to maintain the remaining difference of $259,679 between amounts withdrawn from the Trust Account and remitted to the tax authorities, which will be used solely for payment of its income and Delaware franchise tax obligations. The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from additional financing from the Sponsor, without additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>Liquidity and Capital Resources</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of June 30, 2024, the Company had $290,466 in its operating bank account and working capital deficit of approximately $4.6 million. $259,679 of the amount of cash on hand as of June 30, 2024 relate to the amounts that were withdrawn from the Trust for payment of income and Delaware Franchise Taxes and can not be used for any other purpose.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition, the Company has $600,000 in a subscription receivable, which will be used to satisfy the Company’s liquidity needs. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5), and an advance from the Sponsor of approximately $29,000 (see Note 5). The Company repaid $24,000 on November 19, 2021 and the remaining $5,000 remains outstanding and is due on demand. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, over-allotment and the Private Placement held outside of the Trust Account. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loans.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and the mandatory liquidation date raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 19, 2024 upon the approval of the extension of the liquidation date at the special shareholder meeting on May 17, 2024. The unaudited Condensed Consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Risks and Uncertainties</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Inflation Reduction Act of 2022</i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On April 20, 2023, the Company’s stockholders redeemed 25,845,428 shares of the Company’s Class A common stock for a total of $269,597,445. On November 17, 2023, the Company’s stockholders redeemed 2,170,004 shares of the Company’s Class A common stock for a total of $22,904,010. The Company evaluated the classification and accounting of the share/ stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. Management has evaluated the requirements of the IR Act and the Company’s operations at the end of the reporting period and has determined that a liability of $3,046,381 should be recorded for the excise tax in connection with the above-mentioned redemptions as of June 30, 2024. This liability will be reviewed and remeasured at each reporting period.</p>
CY2024Q2	us-gaap	Stockholders Equity Note Subscriptions Receivable StockholdersEquityNoteSubscriptionsReceivable	600000	usd
	suac	Transaction Costs TransactionCosts	17820368	usd
	suac	Underwriting Commissions UnderwritingCommissions	5300000	usd
	suac	Offering Costs Reimbursed By Underwriters OfferingCostsReimbursedByUnderwriters	795000	usd
CY2024Q2	suac	Minimum Percentage Of Fair Market Value Of Business Acquisition To Trust Account Balance MinimumPercentageOfFairMarketValueOfBusinessAcquisitionToTrustAccountBalance	0.80	pure
	suac	Pay Dissolution Expenses PayDissolutionExpenses	100000	usd
	suac	Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination	1	pure
	us-gaap	Stock Redeemed Or Called During Period Shares StockRedeemedOrCalledDuringPeriodShares	25845428	shares
CY2023Q4	us-gaap	Stock Redeemed Or Called During Period Shares StockRedeemedOrCalledDuringPeriodShares	2170004	shares
CY2023Q4	us-gaap	Stock Redeemed Or Called During Period Value StockRedeemedOrCalledDuringPeriodValue	22904010	usd
CY2023Q4	us-gaap	Shares Issued Price Per Share SharesIssuedPricePerShare	10.55
CY2023Q4	suac	Cash Withdrawn From Trust Account CashWithdrawnFromTrustAccount	20946765	usd
	us-gaap	Proceeds From Sale Of Trust Assets To Pay Expenses ProceedsFromSaleOfTrustAssetsToPayExpenses	2636344	usd
	suac	Tax Authorities TaxAuthorities	2527064	usd
CY2024Q2	us-gaap	Assumed Liability For Unpaid Claims And Claims Adjustment Expense AssumedLiabilityForUnpaidClaimsAndClaimsAdjustmentExpense	132576	usd
CY2024Q2	suac	Franchise Tax Payable FranchiseTaxPayable	48800	usd
CY2024Q2	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	290466	usd
	us-gaap	Proceeds From Income Tax Refunds ProceedsFromIncomeTaxRefunds	109279	usd
CY2024Q2	suac	Working Capital Loan WorkingCapitalLoan	275000	usd
CY2024Q2	suac	Working Capital Loan WorkingCapitalLoan	100000	usd
CY2024Q2	suac	Internal Revenue Service InternalRevenueService	261072	usd
CY2024Q2	us-gaap	Deposit Liabilities Accrued Interest DepositLiabilitiesAccruedInterest	38800	usd
CY2024Q2	us-gaap	Operating Loss Carryforwards OperatingLossCarryforwards	259679	usd
	suac	Working Capital Deficit WorkingCapitalDeficit	4600000	usd
CY2024Q2	us-gaap	Cash Cash	259679	usd
CY2024Q2	suac	Subscription Receivable SubscriptionReceivable	600000	usd
CY2021Q4	suac	Repayment Of Advance From Sponsor Outstanding RepaymentOfAdvanceFromSponsorOutstanding	5000	usd
	us-gaap	Excise Taxes Collected ExciseTaxesCollected	3046381	usd
CY2021Q4	us-gaap	Proceeds From Issuance Initial Public Offering ProceedsFromIssuanceInitialPublicOffering	300000000	usd
CY2024Q2	us-gaap	Stockholders Equity Note Subscriptions Receivable StockholdersEquityNoteSubscriptionsReceivable	600000	usd
	suac	Transaction Costs TransactionCosts	17820368	usd
CY2024Q2	us-gaap	Deferred Offering Costs DeferredOfferingCosts	1320368	usd
	suac	Offering Costs Reimbursed By Underwriters OfferingCostsReimbursedByUnderwriters	795000	usd
CY2024Q2	suac	Minimum Percentage Of Fair Market Value Of Business Acquisition To Trust Account Balance MinimumPercentageOfFairMarketValueOfBusinessAcquisitionToTrustAccountBalance	0.80	pure
CY2024Q2	suac	Minimum Percentage Of Voting Interests To Be Acquired In Business Combination MinimumPercentageOfVotingInterestsToBeAcquiredInBusinessCombination	0.50	pure
CY2021Q4	suac	Investment Securities Maturity Period InvestmentSecuritiesMaturityPeriod	P185D
	suac	Pay Dissolution Expenses PayDissolutionExpenses	100000	usd
	suac	Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination	1	pure
	us-gaap	Stock Redeemed Or Called During Period Shares StockRedeemedOrCalledDuringPeriodShares	25845428	shares
CY2023Q4	us-gaap	Stock Redeemed Or Called During Period Shares StockRedeemedOrCalledDuringPeriodShares	2170004	shares
CY2023Q4	us-gaap	Stock Redeemed Or Called During Period Value StockRedeemedOrCalledDuringPeriodValue	22904010	usd
CY2023Q4	us-gaap	Shares Issued Price Per Share SharesIssuedPricePerShare	10.55
CY2023Q4	suac	Cash Withdrawn From Trust Account CashWithdrawnFromTrustAccount	20946765	usd
CY2024Q2	suac	Cash Withdrawn From Trust Account CashWithdrawnFromTrustAccount	12136736	usd
CY2024Q2	us-gaap	Shares Issued Price Per Share SharesIssuedPricePerShare	10.78
	suac	Tax Authorities TaxAuthorities	2527064	usd
	suac	Funds Withdrawn From The Trust Account FundsWithdrawnFromTheTrustAccount	109279	usd
CY2024Q2	us-gaap	Assumed Liability For Unpaid Claims And Claims Adjustment Expense AssumedLiabilityForUnpaidClaimsAndClaimsAdjustmentExpense	132576	usd
CY2024Q2	suac	Franchise Tax Payable FranchiseTaxPayable	48800	usd
CY2024Q2	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	290466	usd
	us-gaap	Proceeds From Income Tax Refunds ProceedsFromIncomeTaxRefunds	109279	usd
CY2024Q2	suac	Working Capital Loan WorkingCapitalLoan	275000	usd
CY2024Q2	suac	Internal Revenue Service InternalRevenueService	261072	usd
CY2024Q2	us-gaap	Deposit Liabilities Accrued Interest DepositLiabilitiesAccruedInterest	38800	usd
CY2024Q2	us-gaap	Operating Loss Carryforwards OperatingLossCarryforwards	259679	usd
	suac	Working Capital Deficit WorkingCapitalDeficit	4600000	usd
CY2024Q2	us-gaap	Cash Cash	259679	usd
CY2024Q2	suac	Subscription Receivable SubscriptionReceivable	600000	usd
CY2021Q4	suac	Repayment Of Advance From Sponsor Outstanding RepaymentOfAdvanceFromSponsorOutstanding	5000	usd
	us-gaap	Excise Taxes Collected ExciseTaxesCollected	3046381	usd
	suac	Pay Dissolution Expenses PayDissolutionExpenses	100000	usd
	suac	Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination	1	pure
	us-gaap	Stock Redeemed Or Called During Period Shares StockRedeemedOrCalledDuringPeriodShares	25845428	shares
CY2023Q4	us-gaap	Stock Redeemed Or Called During Period Shares StockRedeemedOrCalledDuringPeriodShares	2170004	shares
CY2023Q4	us-gaap	Stock Redeemed Or Called During Period Value StockRedeemedOrCalledDuringPeriodValue	22904010	usd
CY2023Q4	us-gaap	Shares Issued Price Per Share SharesIssuedPricePerShare	10.55
CY2023Q4	suac	Cash Withdrawn From Trust Account CashWithdrawnFromTrustAccount	20946765	usd
CY2024Q2	suac	Cash Withdrawn From Trust Account CashWithdrawnFromTrustAccount	12136736	usd
CY2024Q2	us-gaap	Shares Issued Price Per Share SharesIssuedPricePerShare	10.78
CY2024Q2	suac	Cash Withdrawn From Trust Account In Connection With Redemption CashWithdrawnFromTrustAccountInConnectionWithRedemption	9270270	usd
	us-gaap	Proceeds From Sale Of Trust Assets To Pay Expenses ProceedsFromSaleOfTrustAssetsToPayExpenses	2636344	usd
	suac	Tax Authorities TaxAuthorities	2527064	usd
	suac	Funds Withdrawn From The Trust Account FundsWithdrawnFromTheTrustAccount	109279	usd
CY2024Q2	us-gaap	Assumed Liability For Unpaid Claims And Claims Adjustment Expense AssumedLiabilityForUnpaidClaimsAndClaimsAdjustmentExpense	132576	usd
CY2024Q2	suac	Franchise Tax Payable FranchiseTaxPayable	48800	usd
CY2024Q2	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	290466	usd
	us-gaap	Proceeds From Income Tax Refunds ProceedsFromIncomeTaxRefunds	109279	usd
CY2024Q2	suac	Working Capital Loan WorkingCapitalLoan	275000	usd
CY2024Q2	suac	Working Capital Loan WorkingCapitalLoan	100000	usd
CY2024Q2	suac	Internal Revenue Service InternalRevenueService	261072	usd
CY2024Q2	us-gaap	Deposit Liabilities Accrued Interest DepositLiabilitiesAccruedInterest	38800	usd
CY2024Q2	us-gaap	Operating Loss Carryforwards OperatingLossCarryforwards	259679	usd
	suac	Working Capital Deficit WorkingCapitalDeficit	4600000	usd
CY2024Q2	us-gaap	Cash Cash	259679	usd
CY2024Q2	suac	Subscription Receivable SubscriptionReceivable	600000	usd
CY2021Q4	suac	Repayment Of Advance From Sponsor Outstanding RepaymentOfAdvanceFromSponsorOutstanding	5000	usd
	us-gaap	Excise Taxes Collected ExciseTaxesCollected	3046381	usd
	us-gaap	Use Of Estimates UseOfEstimates	<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>Use of Estimates</b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The preparation of the unaudited Condensed Consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated financial statements. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited Condensed Consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Management has identified assumptions involved in the valuation of Class B shares transferred under the terms of non-redemption agreements as a critical accounting estimate.</p>
	us-gaap	Concentration Risk Credit Risk ConcentrationRiskCreditRisk	<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>Concentration of Credit Risk</b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000 by the Federal Deposit Insurance Corporation. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.</p>
CY2024Q2	us-gaap	Cash Fdic Insured Amount CashFDICInsuredAmount	250000	usd
	us-gaap	Use Of Estimates UseOfEstimates	<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>Use of Estimates</b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The preparation of the unaudited Condensed Consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated financial statements. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited Condensed Consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Management has identified assumptions involved in the valuation of Class B shares transferred under the terms of non-redemption agreements as a critical accounting estimate.</p>
	us-gaap	Concentration Risk Credit Risk ConcentrationRiskCreditRisk	<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>Concentration of Credit Risk</b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000 by the Federal Deposit Insurance Corporation. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.</p>
CY2024Q2	us-gaap	Cash Fdic Insured Amount CashFDICInsuredAmount	250000	usd
	us-gaap	Use Of Estimates UseOfEstimates	<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>Use of Estimates</b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The preparation of the unaudited Condensed Consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated financial statements. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited Condensed Consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Management has identified assumptions involved in the valuation of Class B shares transferred under the terms of non-redemption agreements as a critical accounting estimate.</p>
	us-gaap	Concentration Risk Credit Risk ConcentrationRiskCreditRisk	<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>Concentration of Credit Risk</b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000 by the Federal Deposit Insurance Corporation. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.</p>
CY2024Q2	us-gaap	Cash Fdic Insured Amount CashFDICInsuredAmount	250000	usd
CY2024Q2	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	-0.2789	pure
CY2023Q2	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	0.2645	pure
	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	-0.1111	pure
	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	0.2354	pure
	us-gaap	Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate	0.21	pure
CY2021Q4	suac	Units Issued During Period Shares New Issues UnitsIssuedDuringPeriodSharesNewIssues	30000000	shares
CY2021Q4	us-gaap	Shares Issued Price Per Share SharesIssuedPricePerShare	10
CY2021Q4	suac	Number Of Shares Issued Per Unit NumberOfSharesIssuedPerUnit	1	shares
CY2021Q4	us-gaap	Class Of Warrant Or Right Number Of Securities Called By Each Warrant Or Right ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight	1	shares
CY2024Q2	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	-0.2789	pure
CY2023Q2	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	0.2645	pure
	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	-0.1111	pure
	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	0.2354	pure
	us-gaap	Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate	0.21	pure
CY2021Q4	suac	Units Issued During Period Shares New Issues UnitsIssuedDuringPeriodSharesNewIssues	30000000	shares
CY2021Q4	us-gaap	Shares Issued Price Per Share SharesIssuedPricePerShare	10
CY2021Q4	suac	Number Of Shares Issued Per Unit NumberOfSharesIssuedPerUnit	1	shares
CY2021Q4	us-gaap	Class Of Warrant Or Right Number Of Securities Called By Each Warrant Or Right ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight	1	shares
CY2021Q4	suac	Investment Securities Maturity Period InvestmentSecuritiesMaturityPeriod	P185D
CY2023	suac	Private Placement Not Funded PrivatePlacementNotFunded	600000	usd
CY2024Q2	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	-0.2789	pure
CY2023Q2	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	0.2645	pure
	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	-0.1111	pure
CY2021Q4	suac	Units Issued During Period Shares New Issues UnitsIssuedDuringPeriodSharesNewIssues	30000000	shares
CY2021Q4	us-gaap	Shares Issued Price Per Share SharesIssuedPricePerShare	10
CY2021Q4	suac	Number Of Shares Issued Per Unit NumberOfSharesIssuedPerUnit	1	shares
CY2021Q4	us-gaap	Class Of Warrant Or Right Number Of Securities Called By Each Warrant Or Right ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight	1	shares
CY2021Q4	suac	Investment Securities Maturity Period InvestmentSecuritiesMaturityPeriod	P185D
CY2023	suac	Private Placement Not Funded PrivatePlacementNotFunded	600000	usd
CY2021Q3	us-gaap	Sponsor Fees SponsorFees	25000	usd
CY2021Q4	suac	Investment Securities Maturity Period InvestmentSecuritiesMaturityPeriod	P185D
CY2023	suac	Private Placement Not Funded PrivatePlacementNotFunded	600000	usd
CY2021Q3	us-gaap	Sponsor Fees SponsorFees	25000	usd
CY2021Q3	suac	Number Of Founder Shares NumberOfFounderShares	9833333	shares
CY2021Q3	us-gaap	Stock Issued During Period Shares Share Based Compensation Forfeited StockIssuedDuringPeriodSharesShareBasedCompensationForfeited	1250000	shares
CY2021Q4	us-gaap	Stockholders Equity Note Stock Split Conversion Ratio1 StockholdersEquityNoteStockSplitConversionRatio1	1.0627119	pure
	suac	Restrictions On Transfer Period Of Time After Business Combination Completion RestrictionsOnTransferPeriodOfTimeAfterBusinessCombinationCompletion	P1Y
	suac	Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Trading Days TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdTradingDays	P20D
CY2024Q2	suac	Working Capital Loan WorkingCapitalLoan	275000	usd
CY2024Q2	us-gaap	Shares Issued Price Per Share SharesIssuedPricePerShare	10
	us-gaap	Investment Company Excess Expense Reimbursable InvestmentCompanyExcessExpenseReimbursable	4300	usd

CY2023Q4

us-gaap

Preferred Stock Shares Outstanding

PreferredStockSharesOutstanding

shares

CY2023Q4

us-gaap

Additional Paid In Capital

AdditionalPaidInCapital

usd

dei

Entity File Number

EntityFileNumber

001-41076

dei

Entity Registrant Name

EntityRegistrantName

SHOULDERUP TECHNOLOGY ACQUISITION CORP.

CY2024Q2

us-gaap

Preferred Stock Shares Issued

PreferredStockSharesIssued

shares

CY2024Q2

us-gaap

Additional Paid In Capital

AdditionalPaidInCapital

usd

dei

Document Type

DocumentType

10-Q

dei

Document Quarterly Report

DocumentQuarterlyReport

true

dei

Document Period End Date

DocumentPeriodEndDate

2024-06-30

dei

Document Fiscal Year Focus

DocumentFiscalYearFocus

2024

dei

Document Transition Report

DocumentTransitionReport

false

dei

Entity Incorporation State Country Code

EntityIncorporationStateCountryCode

DE

dei

Entity Tax Identification Number

EntityTaxIdentificationNumber

87-1730135

dei

Entity Address Address Line1

EntityAddressAddressLine1

125 Townpark Drive

dei

Entity Address Address Line2

EntityAddressAddressLine2

Suite 300

dei

Entity Address City Or Town

EntityAddressCityOrTown

Kennesaw

dei

Entity Address State Or Province

EntityAddressStateOrProvince

GA

dei

Entity Address Postal Zip Code

EntityAddressPostalZipCode

30144

dei

City Area Code

CityAreaCode

(970)

dei

Local Phone Number

LocalPhoneNumber

924-0446

dei

Entity Current Reporting Status

EntityCurrentReportingStatus

Yes

dei

Entity Interactive Data Current

EntityInteractiveDataCurrent

Yes

dei

Entity Filer Category

EntityFilerCategory

Non-accelerated Filer

dei

Entity Small Business

EntitySmallBusiness

true

dei

Entity Emerging Growth Company

EntityEmergingGrowthCompany

true

dei

Entity Ex Transition Period

EntityExTransitionPeriod

false

dei

Entity Shell Company

EntityShellCompany

true

CY2024Q2

us-gaap

Cash And Cash Equivalents At Carrying Value

CashAndCashEquivalentsAtCarryingValue

290466

usd

CY2023Q4

us-gaap

Cash And Cash Equivalents At Carrying Value

CashAndCashEquivalentsAtCarryingValue

403456

usd

CY2024Q2

us-gaap

Assets Current

AssetsCurrent

290466

usd

CY2023Q4

us-gaap

Assets Current

AssetsCurrent

403456

usd

CY2024Q2

us-gaap

Assets Held In Trust Noncurrent

AssetsHeldInTrustNoncurrent

9297875

usd

CY2023Q4

us-gaap

Assets Held In Trust Noncurrent

AssetsHeldInTrustNoncurrent

21099267

usd

CY2024Q2

us-gaap

Assets

9588341

usd

CY2023Q4

us-gaap

Assets

21502723

usd

CY2024Q2

us-gaap

Accounts Payable Current

AccountsPayableCurrent

1187020

usd

CY2023Q4

us-gaap

Accounts Payable Current

AccountsPayableCurrent

798071

usd

CY2024Q2

suac

Franchise Tax Payable

FranchiseTaxPayable

48800

usd

CY2023Q4

suac

Franchise Tax Payable

FranchiseTaxPayable

38800

usd

CY2024Q2

us-gaap

Taxes Payable Current

TaxesPayableCurrent

132576

usd

CY2023Q4

us-gaap

Taxes Payable Current

TaxesPayableCurrent

301072

usd

CY2024Q2

suac

Excise Tax Payable Current

ExciseTaxPayableCurrent

3046381

usd

CY2023Q4

suac

Excise Tax Payable Current

ExciseTaxPayableCurrent

2925014

usd

CY2024Q2

us-gaap

Liabilities Current

LiabilitiesCurrent

4868049

usd

CY2024Q2

us-gaap

Stockholders Equity

StockholdersEquity

-26607456

usd

CY2023Q4

us-gaap

Stockholders Equity

StockholdersEquity

-21632811

usd

CY2024Q2

us-gaap

Liabilities And Stockholders Equity

LiabilitiesAndStockholdersEquity

9588341

usd

CY2023Q4

us-gaap

Liabilities And Stockholders Equity

LiabilitiesAndStockholdersEquity

21502723

usd

CY2024Q2

us-gaap

General And Administrative Expense

GeneralAndAdministrativeExpense

333599

usd

CY2023Q2

us-gaap

General And Administrative Expense

GeneralAndAdministrativeExpense

271900

usd

us-gaap

General And Administrative Expense

GeneralAndAdministrativeExpense

691362

usd

us-gaap

General And Administrative Expense

GeneralAndAdministrativeExpense

477786

usd

CY2024Q2

suac

Franchise Tax Expense

FranchiseTaxExpense

-1411

usd

CY2023Q2

suac

Franchise Tax Expense

FranchiseTaxExpense

50000

usd

suac

Franchise Tax Expense

FranchiseTaxExpense

51295

usd

suac

Franchise Tax Expense

FranchiseTaxExpense

100400

usd

CY2024Q2

us-gaap

Operating Income Loss

OperatingIncomeLoss

-332188

usd

CY2023Q2

us-gaap

Operating Income Loss

OperatingIncomeLoss

-321900

usd

us-gaap

Operating Income Loss

OperatingIncomeLoss

-742657

usd

us-gaap

Operating Income Loss

OperatingIncomeLoss

-578186

usd

CY2024Q2

us-gaap

Interest Income Operating

InterestIncomeOperating

2156

usd

us-gaap

Interest Income Operating

InterestIncomeOperating

6791

usd

CY2024Q2

us-gaap

Investment Income Interest

InvestmentIncomeInterest

227832

usd

CY2023Q2

us-gaap

Investment Income Interest

InvestmentIncomeInterest

1514844

usd

us-gaap

Investment Income Interest

InvestmentIncomeInterest

485344

usd

us-gaap

Investment Income Interest

InvestmentIncomeInterest

4801013

usd

CY2024Q2

suac

Change In Fair Valueof Derivative Liability

ChangeInFairValueofDerivativeLiability

72000

usd

CY2023Q2

suac

Change In Fair Valueof Derivative Liability

ChangeInFairValueofDerivativeLiability

30000

usd

suac

Change In Fair Valueof Derivative Liability

ChangeInFairValueofDerivativeLiability

319680

usd

suac

Change In Fair Valueof Derivative Liability

ChangeInFairValueofDerivativeLiability

30000

usd

CY2023Q4

us-gaap

Liabilities Current

LiabilitiesCurrent

4181229

usd

CY2024Q2

us-gaap

Derivative Liabilities Noncurrent

DerivativeLiabilitiesNoncurrent

10901760

usd

CY2023Q4

us-gaap

Derivative Liabilities Noncurrent

DerivativeLiabilitiesNoncurrent

6646080

usd

CY2024Q2

suac

Deferred Underwriting Commissions

DeferredUnderwritingCommissions

11200000

usd

CY2023Q4

suac

Deferred Underwriting Commissions

DeferredUnderwritingCommissions

11200000

usd

CY2024Q2

us-gaap

Liabilities

26969809

usd

CY2023Q4

us-gaap

Liabilities

22027309

usd

CY2024Q2

us-gaap

Temporary Equity Carrying Amount Attributable To Parent

TemporaryEquityCarryingAmountAttributableToParent

9225988

usd

CY2023Q4

us-gaap

Temporary Equity Carrying Amount Attributable To Parent

TemporaryEquityCarryingAmountAttributableToParent

21108225

usd

CY2024Q2

us-gaap

Preferred Stock Par Or Stated Value Per Share

PreferredStockParOrStatedValuePerShare

0.0001

CY2024Q2

us-gaap

Preferred Stock Shares Authorized

PreferredStockSharesAuthorized

1000000

shares

CY2023Q4

us-gaap

Preferred Stock Shares Authorized

PreferredStockSharesAuthorized

1000000

shares

CY2024Q2

us-gaap

Stockholders Equity Note Subscriptions Receivable

StockholdersEquityNoteSubscriptionsReceivable

600000

usd

CY2023Q4

us-gaap

Stockholders Equity Note Subscriptions Receivable

StockholdersEquityNoteSubscriptionsReceivable

600000

usd

CY2024Q2

us-gaap

Retained Earnings Accumulated Deficit

RetainedEarningsAccumulatedDeficit

-26008636

usd

CY2023Q4

us-gaap

Retained Earnings Accumulated Deficit

RetainedEarningsAccumulatedDeficit

-21033991

usd

CY2024Q2

us-gaap

Stockholders Equity

StockholdersEquity

-26607456

usd

CY2023Q4

us-gaap

Stockholders Equity

StockholdersEquity

-21632811

usd

CY2024Q2

us-gaap

Liabilities And Stockholders Equity

LiabilitiesAndStockholdersEquity

9588341

usd

CY2023Q4

us-gaap

Liabilities And Stockholders Equity

LiabilitiesAndStockholdersEquity

21502723

usd

CY2024Q2

us-gaap

General And Administrative Expense

GeneralAndAdministrativeExpense

333599

usd

CY2023Q2

us-gaap

General And Administrative Expense

GeneralAndAdministrativeExpense

271900

usd

us-gaap

General And Administrative Expense

GeneralAndAdministrativeExpense

691362

usd

us-gaap

General And Administrative Expense

GeneralAndAdministrativeExpense

477786

usd

CY2024Q2

suac

Franchise Tax Expense

FranchiseTaxExpense

-1411

usd

CY2023Q2

suac

Franchise Tax Expense

FranchiseTaxExpense

50000

usd

suac

Franchise Tax Expense

FranchiseTaxExpense

51295

usd

CY2024Q2

us-gaap

Operating Income Loss

OperatingIncomeLoss

-332188

usd

CY2023Q2

us-gaap

Operating Income Loss

OperatingIncomeLoss

-321900

usd

us-gaap

Operating Income Loss

OperatingIncomeLoss

-742657

usd

us-gaap

Operating Income Loss

OperatingIncomeLoss

-578186

usd

CY2024Q2

us-gaap

Interest Income Operating

InterestIncomeOperating

2156

usd

CY2023Q2

us-gaap

Interest Income Operating

InterestIncomeOperating

63

usd

us-gaap

Interest Income Operating

InterestIncomeOperating

6791

usd

us-gaap

Interest Income Operating

InterestIncomeOperating

70

usd

CY2024Q2

us-gaap

Investment Income Interest

InvestmentIncomeInterest

227832

usd

CY2023Q2

us-gaap

Investment Income Interest

InvestmentIncomeInterest

1514844

usd

us-gaap

Investment Income Interest

InvestmentIncomeInterest

485344

usd

us-gaap

Investment Income Interest

InvestmentIncomeInterest

4801013

usd

CY2024Q2

suac

Change In Fair Valueof Derivative Liability

ChangeInFairValueofDerivativeLiability

72000

usd

CY2023Q2

suac

Change In Fair Valueof Derivative Liability

ChangeInFairValueofDerivativeLiability

30000

usd

CY2024Q2

us-gaap

Nonoperating Income Expense

NonoperatingIncomeExpense

157988

usd

CY2023Q2

us-gaap

Nonoperating Income Expense

NonoperatingIncomeExpense

1484907

usd

us-gaap

Nonoperating Income Expense

NonoperatingIncomeExpense

172455

usd

us-gaap

Nonoperating Income Expense

NonoperatingIncomeExpense

4771083

usd

CY2024Q2

us-gaap

Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

-174200

usd

CY2023Q2

us-gaap

Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

1163007

usd

us-gaap

Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

-570202

usd

us-gaap

Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

4192897

usd

CY2024Q2

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

48593

usd

CY2023Q2

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

307630

usd

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

92576

usd

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

987143

usd

CY2024Q2

us-gaap

Net Income Loss

NetIncomeLoss

-222793

usd

CY2023Q2

us-gaap

Net Income Loss

NetIncomeLoss

855377

usd

CY2024Q2

us-gaap

Derivative Liabilities Noncurrent

DerivativeLiabilitiesNoncurrent

10901760

usd

CY2023Q4

us-gaap

Derivative Liabilities Noncurrent

DerivativeLiabilitiesNoncurrent

6646080

usd

CY2024Q2

suac

Deferred Underwriting Commissions

DeferredUnderwritingCommissions

11200000

usd

CY2023Q4

suac

Deferred Underwriting Commissions

DeferredUnderwritingCommissions

11200000

usd

CY2024Q2

us-gaap

Liabilities

26969809

usd

CY2023Q4

us-gaap

Liabilities

22027309

usd

CY2024Q2

us-gaap

Temporary Equity Carrying Amount Attributable To Parent

TemporaryEquityCarryingAmountAttributableToParent

9225988

usd

CY2023Q4

us-gaap

Temporary Equity Carrying Amount Attributable To Parent

TemporaryEquityCarryingAmountAttributableToParent

21108225

usd

CY2024Q2

us-gaap

Preferred Stock Par Or Stated Value Per Share

PreferredStockParOrStatedValuePerShare

0.0001

CY2023Q4

us-gaap

Preferred Stock Par Or Stated Value Per Share

PreferredStockParOrStatedValuePerShare

0.0001

CY2024Q2

us-gaap

Preferred Stock Shares Authorized

PreferredStockSharesAuthorized

1000000

shares

CY2023Q4

us-gaap

Preferred Stock Shares Authorized

PreferredStockSharesAuthorized

1000000

shares

CY2024Q2

us-gaap

Stockholders Equity Note Subscriptions Receivable

StockholdersEquityNoteSubscriptionsReceivable

600000

usd

CY2023Q4

us-gaap

Stockholders Equity Note Subscriptions Receivable

StockholdersEquityNoteSubscriptionsReceivable

600000

usd

CY2024Q2

us-gaap

Retained Earnings Accumulated Deficit

RetainedEarningsAccumulatedDeficit

-26008636

usd

CY2023Q4

us-gaap

Retained Earnings Accumulated Deficit

RetainedEarningsAccumulatedDeficit

-21033991

usd

CY2024Q2

us-gaap

Stockholders Equity

StockholdersEquity

-26607456

usd

CY2023Q4

us-gaap

Stockholders Equity

StockholdersEquity

-21632811

usd

CY2024Q2

us-gaap

Liabilities And Stockholders Equity

LiabilitiesAndStockholdersEquity

9588341

usd

CY2023Q4

us-gaap

Liabilities And Stockholders Equity

LiabilitiesAndStockholdersEquity

21502723

usd

CY2024Q2

us-gaap

General And Administrative Expense

GeneralAndAdministrativeExpense

333599

usd

CY2023Q2

us-gaap

General And Administrative Expense

GeneralAndAdministrativeExpense

271900

usd

us-gaap

General And Administrative Expense

GeneralAndAdministrativeExpense

691362

usd

us-gaap

General And Administrative Expense

GeneralAndAdministrativeExpense

477786

usd

CY2024Q2

suac

Franchise Tax Expense

FranchiseTaxExpense

-1411

usd

CY2023Q2

suac

Franchise Tax Expense

FranchiseTaxExpense

50000

usd

suac

Franchise Tax Expense

FranchiseTaxExpense

51295

usd

suac

Franchise Tax Expense

FranchiseTaxExpense

100400

usd

CY2023Q2

us-gaap

Operating Income Loss

OperatingIncomeLoss

-321900

usd

us-gaap

Operating Income Loss

OperatingIncomeLoss

-742657

usd

us-gaap

Operating Income Loss

OperatingIncomeLoss

-578186

usd

CY2024Q2

us-gaap

Interest Income Operating

InterestIncomeOperating

2156

usd

CY2023Q2

us-gaap

Interest Income Operating

InterestIncomeOperating

63

usd

us-gaap

Interest Income Operating

InterestIncomeOperating

70

usd

CY2024Q2

us-gaap

Investment Income Interest

InvestmentIncomeInterest

227832

usd

CY2023Q2

us-gaap

Investment Income Interest

InvestmentIncomeInterest

1514844

usd

us-gaap

Investment Income Interest

InvestmentIncomeInterest

485344

usd

us-gaap

Investment Income Interest

InvestmentIncomeInterest

4801013

usd

CY2024Q2

suac

Change In Fair Valueof Derivative Liability

ChangeInFairValueofDerivativeLiability

72000

usd

CY2023Q2

suac

Change In Fair Valueof Derivative Liability

ChangeInFairValueofDerivativeLiability

30000

usd

suac

Change In Fair Valueof Derivative Liability

ChangeInFairValueofDerivativeLiability

319680

usd

suac

Change In Fair Valueof Derivative Liability

ChangeInFairValueofDerivativeLiability

30000

usd

CY2024Q2

us-gaap

Nonoperating Income Expense

NonoperatingIncomeExpense

157988

usd

CY2023Q2

us-gaap

Nonoperating Income Expense

NonoperatingIncomeExpense

1484907

usd

us-gaap

Nonoperating Income Expense

NonoperatingIncomeExpense

172455

usd

us-gaap

Nonoperating Income Expense

NonoperatingIncomeExpense

4771083

usd

CY2024Q2

us-gaap

Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

-174200

usd

us-gaap

Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

-570202

usd

CY2023Q2

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

307630

usd

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

92576

usd

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

987143

usd

CY2024Q2

us-gaap

Net Income Loss

NetIncomeLoss

-222793

usd

us-gaap

Net Income Loss

NetIncomeLoss

-662778

usd

us-gaap

Net Income Loss

NetIncomeLoss

3205754

usd

CY2023Q4

us-gaap

Stockholders Equity

StockholdersEquity

-21632811

usd

CY2024Q2

us-gaap

Nonoperating Income Expense

NonoperatingIncomeExpense

157988

usd

CY2023Q2

us-gaap

Nonoperating Income Expense

NonoperatingIncomeExpense

1484907

usd

us-gaap

Nonoperating Income Expense

NonoperatingIncomeExpense

172455

usd

us-gaap

Nonoperating Income Expense

NonoperatingIncomeExpense

4771083

usd

CY2024Q2

us-gaap

Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

-174200

usd

CY2023Q2

us-gaap

Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

1163007

usd

CY2024Q2

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

48593

usd

CY2023Q2

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

307630

usd

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

92576

usd

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

987143

usd

CY2024Q2

us-gaap

Net Income Loss

NetIncomeLoss

-222793

usd

CY2023Q2

us-gaap

Net Income Loss

NetIncomeLoss

855377

usd

us-gaap

Net Income Loss

NetIncomeLoss

-662778

usd

us-gaap

Net Income Loss

NetIncomeLoss

3205754

usd

CY2023Q4

us-gaap

Stockholders Equity

StockholdersEquity

-21632811

usd

CY2024Q1

us-gaap

Temporary Equity Accretion To Redemption Value Adjustment

TemporaryEquityAccretionToRedemptionValueAdjustment

123849

usd

CY2024Q1

us-gaap

Net Income Loss

NetIncomeLoss

-439985

usd

CY2024Q1

us-gaap

Stockholders Equity

StockholdersEquity

-22196645

usd

CY2024Q2

suac

Adjustmentto Accumulated Defeicit Fair Value Of Nonredemption Agreements Liability At Issuance

AdjustmenttoAccumulatedDefeicitFairValueOfNonredemptionAgreementsLiabilityAtIssuance

-3936000

usd

CY2024Q2

suac

Adjustmentto Accumulated Deficit Excise Tax Liability On Share Redemptions

AdjustmenttoAccumulatedDeficitExciseTaxLiabilityOnShareRedemptions

-121367

usd

CY2024Q2

us-gaap

Temporary Equity Accretion To Redemption Value Adjustment

TemporaryEquityAccretionToRedemptionValueAdjustment

130651

usd

CY2024Q2

us-gaap

Net Income Loss

NetIncomeLoss

-222793

usd

CY2024Q2

us-gaap

Stockholders Equity

StockholdersEquity

-26607456

usd

CY2022Q4

us-gaap

Stockholders Equity

StockholdersEquity

-11027547

usd

CY2023Q1

us-gaap

Net Income Loss

NetIncomeLoss

2350377

usd

CY2023Q1

us-gaap

Temporary Equity Accretion To Redemption Value Adjustment

TemporaryEquityAccretionToRedemptionValueAdjustment

2556256

usd

CY2023Q1

us-gaap

Stockholders Equity

StockholdersEquity

-11233426

usd

CY2023Q2

suac

Adjustmentto Accumulated Defeicit Fair Value Of Nonredemption Agreements Liability At Issuance

AdjustmenttoAccumulatedDefeicitFairValueOfNonredemptionAgreementsLiabilityAtIssuance

-1770000

usd

CY2023Q2

us-gaap

Net Income Loss

NetIncomeLoss

855377

usd

CY2023Q2

us-gaap

Temporary Equity Accretion To Redemption Value Adjustment

TemporaryEquityAccretionToRedemptionValueAdjustment

1157213

usd

CY2023Q2

us-gaap

Stockholders Equity

StockholdersEquity

-13305262

usd

us-gaap

Net Income Loss

NetIncomeLoss

-662778

usd

us-gaap

Net Income Loss

NetIncomeLoss

3205754

usd

us-gaap

Investment Income Interest

InvestmentIncomeInterest

485344

usd

us-gaap

Investment Income Interest

InvestmentIncomeInterest

4801013

usd

us-gaap

Fair Value Adjustment Of Warrants

FairValueAdjustmentOfWarrants

319680

usd

us-gaap

Fair Value Adjustment Of Warrants

FairValueAdjustmentOfWarrants

30000

usd

us-gaap

Increase Decrease In Prepaid Expense

IncreaseDecreaseInPrepaidExpense

-101616

usd

us-gaap

Increase Decrease In Accounts Payable

IncreaseDecreaseInAccountsPayable

388948

usd

us-gaap

Increase Decrease In Accounts Payable

IncreaseDecreaseInAccountsPayable

134785

usd

suac

Increase Decrease Franchise Tax Payable

IncreaseDecreaseFranchiseTaxPayable

-10000

usd

suac

Increase Decrease Franchise Tax Payable

IncreaseDecreaseFranchiseTaxPayable

82082

usd

us-gaap

Increase Decrease In Accrued Income Taxes Payable

IncreaseDecreaseInAccruedIncomeTaxesPayable

-168496

usd

us-gaap

Increase Decrease In Accrued Income Taxes Payable

IncreaseDecreaseInAccruedIncomeTaxesPayable

342143

usd

us-gaap

Increase Decrease In Due To Related Parties

IncreaseDecreaseInDueToRelatedParties

60000

usd

us-gaap

Increase Decrease In Due To Related Parties

IncreaseDecreaseInDueToRelatedParties

30229

usd

us-gaap

Net Cash Provided By Used In Operating Activities

NetCashProvidedByUsedInOperatingActivities

-537990

usd

us-gaap

Net Cash Provided By Used In Operating Activities

NetCashProvidedByUsedInOperatingActivities

-1038568

usd

suac

Investment Income Released From Trust Account To Pay For Taxes

InvestmentIncomeReleasedFromTrustAccountToPayForTaxes

150000

usd

suac

Investment Income Released From Trust Account To Pay For Taxes

InvestmentIncomeReleasedFromTrustAccountToPayForTaxes

1477482

usd

suac

Cash Withdrawn From Trust Account In Connection With Redemption

CashWithdrawnFromTrustAccountInConnectionWithRedemption

12136736

usd

suac

Cash Withdrawn From Trust Account In Connection With Redemption

CashWithdrawnFromTrustAccountInConnectionWithRedemption

269597445

usd

us-gaap

Net Cash Provided By Used In Investing Activities

NetCashProvidedByUsedInInvestingActivities

12286736

usd

us-gaap

Payments For Repurchase Of Common Stock

PaymentsForRepurchaseOfCommonStock

12136736

usd

us-gaap

Payments For Repurchase Of Common Stock

PaymentsForRepurchaseOfCommonStock

269597445

usd

us-gaap

Net Cash Provided By Used In Financing Activities

NetCashProvidedByUsedInFinancingActivities

-11861736

usd

us-gaap

Net Income Loss

NetIncomeLoss

-662778

usd

us-gaap

Net Income Loss

NetIncomeLoss

3205754

usd

CY2023Q4

us-gaap

Stockholders Equity

StockholdersEquity

-21632811

usd

CY2024Q1

us-gaap

Temporary Equity Accretion To Redemption Value Adjustment

TemporaryEquityAccretionToRedemptionValueAdjustment

123849

usd

CY2024Q1

us-gaap

Net Income Loss

NetIncomeLoss

-439985

usd

CY2024Q1

us-gaap

Stockholders Equity

StockholdersEquity

-22196645

usd

CY2024Q2

suac

Adjustmentto Accumulated Defeicit Fair Value Of Nonredemption Agreements Liability At Issuance

AdjustmenttoAccumulatedDefeicitFairValueOfNonredemptionAgreementsLiabilityAtIssuance

-3936000

usd

CY2024Q2

suac

Adjustmentto Accumulated Deficit Excise Tax Liability On Share Redemptions

AdjustmenttoAccumulatedDeficitExciseTaxLiabilityOnShareRedemptions

-121367

usd

CY2024Q2

us-gaap

Stockholders Equity

StockholdersEquity

-26607456

usd

CY2022Q4

us-gaap

Stockholders Equity

StockholdersEquity

-11027547

usd

CY2023Q1

us-gaap

Temporary Equity Accretion To Redemption Value Adjustment

TemporaryEquityAccretionToRedemptionValueAdjustment

2556256

usd

CY2023Q1

us-gaap

Stockholders Equity

StockholdersEquity

-11233426

usd

CY2023Q2

suac

Adjustmentto Accumulated Defeicit Fair Value Of Nonredemption Agreements Liability At Issuance

AdjustmenttoAccumulatedDefeicitFairValueOfNonredemptionAgreementsLiabilityAtIssuance

-1770000

usd

CY2023Q2

us-gaap

Temporary Equity Accretion To Redemption Value Adjustment

TemporaryEquityAccretionToRedemptionValueAdjustment

1157213

usd

CY2023Q2

us-gaap

Stockholders Equity

StockholdersEquity

-13305262

usd

us-gaap

Net Income Loss

NetIncomeLoss

-662778

usd

us-gaap

Net Income Loss

NetIncomeLoss

3205754

usd

us-gaap

Investment Income Interest

InvestmentIncomeInterest

485344

usd

us-gaap

Investment Income Interest

InvestmentIncomeInterest

4801013

usd

us-gaap

Fair Value Adjustment Of Warrants

FairValueAdjustmentOfWarrants

319680

usd

us-gaap

Fair Value Adjustment Of Warrants

FairValueAdjustmentOfWarrants

30000

usd

us-gaap

Increase Decrease In Prepaid Expense

IncreaseDecreaseInPrepaidExpense

-101616

usd

us-gaap

Increase Decrease In Accounts Payable

IncreaseDecreaseInAccountsPayable

388948

usd

us-gaap

Increase Decrease In Accounts Payable

IncreaseDecreaseInAccountsPayable

134785

usd

suac

Increase Decrease Franchise Tax Payable

IncreaseDecreaseFranchiseTaxPayable

-10000

usd

suac

Increase Decrease Franchise Tax Payable

IncreaseDecreaseFranchiseTaxPayable

82082

usd

us-gaap

Increase Decrease In Accrued Income Taxes Payable

IncreaseDecreaseInAccruedIncomeTaxesPayable

-168496

usd

us-gaap

Increase Decrease In Accrued Income Taxes Payable

IncreaseDecreaseInAccruedIncomeTaxesPayable

342143

usd

us-gaap

Increase Decrease In Due To Related Parties

IncreaseDecreaseInDueToRelatedParties

60000

usd

us-gaap

Increase Decrease In Due To Related Parties

IncreaseDecreaseInDueToRelatedParties

30229

usd

us-gaap

Net Cash Provided By Used In Operating Activities

NetCashProvidedByUsedInOperatingActivities

-537990

usd

us-gaap

Net Cash Provided By Used In Operating Activities

NetCashProvidedByUsedInOperatingActivities

-1038568

usd

suac

Investment Income Released From Trust Account To Pay For Taxes

InvestmentIncomeReleasedFromTrustAccountToPayForTaxes

150000

usd

suac

Investment Income Released From Trust Account To Pay For Taxes

InvestmentIncomeReleasedFromTrustAccountToPayForTaxes

1477482

usd

suac

Cash Withdrawn From Trust Account In Connection With Redemption

CashWithdrawnFromTrustAccountInConnectionWithRedemption

12136736

usd

suac

Cash Withdrawn From Trust Account In Connection With Redemption

CashWithdrawnFromTrustAccountInConnectionWithRedemption

269597445

usd

us-gaap

Net Cash Provided By Used In Investing Activities

NetCashProvidedByUsedInInvestingActivities

12286736

usd

us-gaap

Net Cash Provided By Used In Investing Activities

NetCashProvidedByUsedInInvestingActivities

271074927

usd

us-gaap

Proceeds From Related Party Debt

ProceedsFromRelatedPartyDebt

275000

usd

us-gaap

Payments For Repurchase Of Common Stock

PaymentsForRepurchaseOfCommonStock

12136736

usd

us-gaap

Payments For Repurchase Of Common Stock

PaymentsForRepurchaseOfCommonStock

269597445

usd

us-gaap

Net Cash Provided By Used In Financing Activities

NetCashProvidedByUsedInFinancingActivities

-11861736

usd

us-gaap

Net Cash Provided By Used In Financing Activities

NetCashProvidedByUsedInFinancingActivities

-269597445

usd

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect

-112990

usd

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect

438914

usd

CY2023Q4

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

403456

usd

CY2022Q4

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

409725

usd

CY2024Q2

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

290466

usd

CY2023Q2

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

848639

usd

us-gaap

Income Taxes Paid

IncomeTaxesPaid

645000

usd

suac

Initial Classification Of Shareholder Nonredemption Agreements Derivative Liability

InitialClassificationOfShareholderNonredemptionAgreementsDerivativeLiability

3936000

usd

suac

Initial Classification Of Shareholder Nonredemption Agreements Derivative Liability

InitialClassificationOfShareholderNonredemptionAgreementsDerivativeLiability

1770000

usd

suac

Excise Tax Liability For Redemptions Of Class A Common Stock

ExciseTaxLiabilityForRedemptionsOfClassACommonStock

261072

usd

suac

Cash Paid For Income Taxes

CashPaidForIncomeTaxes

254501

usd

suac

Cash Paid For Income Taxes

CashPaidForIncomeTaxes

645000

usd

us-gaap

Nature Of Operations

NatureOfOperations

Note 1 - Organization and Business Operation ShoulderUp Technology Acquisition Corp. (the “Company”) is a blank check company formed as a Delaware corporation on May 20, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of June 30, 2024, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from May 20, 2021 (inception) through June 30, 2024 relates to the Company’s formation and its initial public offering (the “Initial Public Offering” or “IPO”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering. The Company’s Sponsor is ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statements for the Company’s IPO were declared effective on November 17, 2021. On November 19, 2021, the Company consummated the IPO of 30,000,000 units, including 3,500,000 units pursuant to the exercise of the underwriters’ over-allotment option in full, at $10.00 per unit (the “Units”), which is discussed in Note 3, generating gross proceeds to the Company of $300,000,000. Each Unit consists of one share (the “Public Shares”) of Class A common stock, par value $0.0001 per share (“Class A common stock”), and one-half of one warrant (the “Public Warrants”). Each whole Public Warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 1,350,000 private units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement, generating gross proceeds to the Company of $13,500,000, of which $600,000 has not been funded and was recorded as subscription receivable, which is described in Note 4. Each Private Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-half of one warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share. Transaction costs amounted to $17,820,368 consisting of $5,300,000 of underwriting commissions, $11,200,000 of deferred underwriting commissions, and $1,320,368 of other offering costs (including $795,000 of offering costs reimbursed by the underwriters) and was allocated between Class A common stock subject to possible redemption, Public Warrants, Private Placement Shares, and Private Placement Warrants. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on November 19, 2021, $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was deposited into a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, which may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on December 28, 2023 we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of a Business Combination or our liquidation. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay tax obligations and up to $100,000 to pay dissolution expenses, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s redemption of 100% of the outstanding public shares if it has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders are entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account initially deposited into the Trust following the closing of the IPO was $10.20 per Public Share. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with Public Warrants, the initial carrying value of common stock classified as temporary equity was then allocated proceeds determined in accordance with FASB ASC 470-20. The Public Shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately as they occur, measured at the end of each reporting period. The initial stockholders, sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any shares of Class B common stock, par value $0.0001 (the “Founder Shares”), Private Placement Shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. On April 20, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from May 19, 2023, to November 19, 2023 (the date which is 24 months from the closing date of the Company’s initial public offering of units). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of April 21, 2023. In connection with Special Meeting, holders of 25,845,428 shares of the Company’s Class A common stock exercised their right to redeem their shares for a cash redemption price of approximately $10.43 per share, or an aggregate redemption amount of $269,597,445. Following such redemptions, approximately 4,154,572 shares of Class A common stock remain issued and outstanding. On October 16, 2023, the Company announced that it has entered into a non-binding letter of intent for a potential business combination with Airspace Experience Technologies, Inc., a pioneer in the urban mobility market. The non-binding letter of intent was terminated on December 1, 2023. On November 17, 2023, the Company, held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date (the “Termination Date”) by which the Company must consummate a business combination (the “Charter Extension”) from November 19, 2023 (the “Original Termination Date”) to May 19, 2024 or such earlier date as may be determined by the Company’s board of directors in its sole discretion (the “Charter Extension Date”). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of November 15, 2023. In connection with the Extension Amendment Proposal, holders of 2,170,004 shares of the Company’s common stock properly exercised their right to redeem their shares. $22,904,010 or $10.55 per share was withdrawn from the Trust Account, leaving $20,946,765 in the Trust Account after the redemptions. On December 28, 2023, the Company held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for the right of a holder of Class B common stock of the Company to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. The newly issued Class A common stock would not have any redemption rights and would continue to be subject to a lock-up period upon consummation of the business combination. On December 19, 2023, the NYSE filed a Form 25 to delist the Company securities. The delisting was effective on December 29, 2023. On March 6, 2024, pursuant to Rule 15c-211 of the U.S. Securities Exchange Act, as amended (the “Exchange Act”), as amended, a market maker filed a Form 211 with the Financial Industry Regulatory Authority, Inc. (“FINRA”) to initiate proprietary trading of the Class A common stock, the units, and the warrants of the Company. Pursuant to Rule 15c2-11 (the “Exchange Act”), the submission of Form 211 to the FINRA OTC Compliance Unit enables broker-dealers to initiate or resume trading quotes on the “pink sheets” by OTC Markets Group Inc. for securities not listed on the New York Stock Exchange or The Nasdaq Stock Market LLC. The securities are expected to be quoted on the Pink Sheets, but there can be no assurance if or when this will occur. On May 17, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination from May 19, 2024 to November 19, 2024 or such earlier date as may be determined by the Company’s board of directors in its sole discretion. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of May 17, 2024. In connection with the Extension Amendment Proposal, holders of 1,125,154 shares of the Company’s common stock properly exercised their right to redeem their shares. $12,136,736 or $10.78 per share was withdrawn from the Trust Account, leaving $9,270,270 in the Trust Account after the redemptions. On June 27, 2024, the Company issued a press release announcing that on June 26, 2024, the Company was assigned the trading symbols SUAC, SUACU and SUACW for its common stock, units and warrants, respectively, by FINRA. As a result, the Company’s common stock, units and warrants begin to be quoted and traded in the over-the-counter market. Franchise and Income Tax Withdrawals from Trust Account Since completion of its IPO on November 19, 2021, and through June 30, 2024, the Company withdrew $2,636,344 from the Trust Account to pay its liabilities related to the income and Delaware franchise taxes. Through June 30, 2024, the Company remitted $2,527,064 to the respective tax authorities, which resulted in remaining excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $109,279. Additionally, as of June 30, 2024, the Company had accrued but unpaid income tax liability of $132,576 and unpaid liability for the Delaware franchise tax of $48,800, As of June 30, 2024, the Company had $290,466 in its operating account, which included $109,279 reserved for payment of Company’s tax liabilities. On April 2, 2024, the Company issued a convertible promissory note to the sponsor for the working capital needs in the amount of $275,000, of which $175,000 was funded on April 2, 2024, and $100,000 was funded on April 10, 2024. On April 10, 2024, the Company remitted $261,072 to Internal Revenue Service for its income tax liability and $38,800 (net of accrued interest) to Delaware Department of State for its franchise tax liability. The Sponsor’s working capital loan also replenished the Company’s operating account to maintain the remaining difference of $259,679 between amounts withdrawn from the Trust Account and remitted to the tax authorities, which will be used solely for payment of its income and Delaware franchise tax obligations. The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from additional financing from the Sponsor, without additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured. Liquidity and Capital Resources As of June 30, 2024, the Company had $290,466 in its operating bank account and working capital deficit of approximately $4.6 million. $259,679 of the amount of cash on hand as of June 30, 2024 relate to the amounts that were withdrawn from the Trust for payment of income and Delaware Franchise Taxes and can not be used for any other purpose. In addition, the Company has $600,000 in a subscription receivable, which will be used to satisfy the Company’s liquidity needs. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5), and an advance from the Sponsor of approximately $29,000 (see Note 5). The Company repaid $24,000 on November 19, 2021 and the remaining $5,000 remains outstanding and is due on demand. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, over-allotment and the Private Placement held outside of the Trust Account. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and the mandatory liquidation date raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 19, 2024 upon the approval of the extension of the liquidation date at the special shareholder meeting on May 17, 2024. The unaudited Condensed Consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date. Risks and Uncertainties Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On April 20, 2023, the Company’s stockholders redeemed 25,845,428 shares of the Company’s Class A common stock for a total of $269,597,445. On November 17, 2023, the Company’s stockholders redeemed 2,170,004 shares of the Company’s Class A common stock for a total of $22,904,010. The Company evaluated the classification and accounting of the share/ stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. Management has evaluated the requirements of the IR Act and the Company’s operations at the end of the reporting period and has determined that a liability of $3,046,381 should be recorded for the excise tax in connection with the above-mentioned redemptions as of June 30, 2024. This liability will be reviewed and remeasured at each reporting period.

CY2024Q1

us-gaap

Temporary Equity Accretion To Redemption Value Adjustment

TemporaryEquityAccretionToRedemptionValueAdjustment

123849

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CY2024Q1

us-gaap

Stockholders Equity

StockholdersEquity

-22196645

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CY2024Q2

suac

Adjustmentto Accumulated Defeicit Fair Value Of Nonredemption Agreements Liability At Issuance

AdjustmenttoAccumulatedDefeicitFairValueOfNonredemptionAgreementsLiabilityAtIssuance

-3936000

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CY2024Q2

suac

Adjustmentto Accumulated Deficit Excise Tax Liability On Share Redemptions

AdjustmenttoAccumulatedDeficitExciseTaxLiabilityOnShareRedemptions

-121367

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CY2024Q2

us-gaap

Net Income Loss

NetIncomeLoss

-222793

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CY2024Q2

us-gaap

Stockholders Equity

StockholdersEquity

-26607456

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CY2022Q4

us-gaap

Stockholders Equity

StockholdersEquity

-11027547

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CY2023Q1

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Temporary Equity Accretion To Redemption Value Adjustment

TemporaryEquityAccretionToRedemptionValueAdjustment

2556256

usd

CY2023Q2

us-gaap

Temporary Equity Accretion To Redemption Value Adjustment

TemporaryEquityAccretionToRedemptionValueAdjustment

1157213

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CY2023Q2

us-gaap

Stockholders Equity

StockholdersEquity

-13305262

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us-gaap

Net Income Loss

NetIncomeLoss

-662778

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us-gaap

Net Income Loss

NetIncomeLoss

3205754

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Investment Income Interest

InvestmentIncomeInterest

485344

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Fair Value Adjustment Of Warrants

FairValueAdjustmentOfWarrants

30000

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us-gaap

Increase Decrease In Prepaid Expense

IncreaseDecreaseInPrepaidExpense

-101616

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Increase Decrease In Accounts Payable

IncreaseDecreaseInAccountsPayable

388948

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Increase Decrease In Accounts Payable

IncreaseDecreaseInAccountsPayable

134785

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suac

Increase Decrease Franchise Tax Payable

IncreaseDecreaseFranchiseTaxPayable

-10000

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Increase Decrease Franchise Tax Payable

IncreaseDecreaseFranchiseTaxPayable

82082

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Increase Decrease In Accrued Income Taxes Payable

IncreaseDecreaseInAccruedIncomeTaxesPayable

-168496

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us-gaap

Increase Decrease In Accrued Income Taxes Payable

IncreaseDecreaseInAccruedIncomeTaxesPayable

342143

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us-gaap

Increase Decrease In Due To Related Parties

IncreaseDecreaseInDueToRelatedParties

60000

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us-gaap

Increase Decrease In Due To Related Parties

IncreaseDecreaseInDueToRelatedParties

30229

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Net Cash Provided By Used In Operating Activities

NetCashProvidedByUsedInOperatingActivities

-537990

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Net Cash Provided By Used In Operating Activities

NetCashProvidedByUsedInOperatingActivities

-1038568

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Investment Income Released From Trust Account To Pay For Taxes

InvestmentIncomeReleasedFromTrustAccountToPayForTaxes

1477482

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Cash Withdrawn From Trust Account In Connection With Redemption

CashWithdrawnFromTrustAccountInConnectionWithRedemption

12136736

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Cash Withdrawn From Trust Account In Connection With Redemption

CashWithdrawnFromTrustAccountInConnectionWithRedemption

269597445

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us-gaap

Proceeds From Related Party Debt

ProceedsFromRelatedPartyDebt

275000

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us-gaap

Payments For Repurchase Of Common Stock

PaymentsForRepurchaseOfCommonStock

12136736

usd

us-gaap

Payments For Repurchase Of Common Stock

PaymentsForRepurchaseOfCommonStock

269597445

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Net Cash Provided By Used In Financing Activities

NetCashProvidedByUsedInFinancingActivities

-11861736

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us-gaap

Net Cash Provided By Used In Financing Activities

NetCashProvidedByUsedInFinancingActivities

-269597445

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Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect

-112990

usd

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect

438914

usd

CY2023Q4

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

403456

usd

CY2022Q4

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

409725

usd

CY2024Q2

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

290466

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CY2023Q2

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

848639

usd

us-gaap

Income Taxes Paid

IncomeTaxesPaid

261072

usd

us-gaap

Income Taxes Paid

IncomeTaxesPaid

645000

usd

suac

Initial Classification Of Shareholder Nonredemption Agreements Derivative Liability

InitialClassificationOfShareholderNonredemptionAgreementsDerivativeLiability

3936000

usd

suac

Excise Tax Liability For Redemptions Of Class A Common Stock

ExciseTaxLiabilityForRedemptionsOfClassACommonStock

261072

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suac

Cash Paid For Income Taxes

CashPaidForIncomeTaxes

254501

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suac

Cash Paid For Income Taxes

CashPaidForIncomeTaxes

645000

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us-gaap

Nature Of Operations

NatureOfOperations

Note 1 - Organization and Business Operation ShoulderUp Technology Acquisition Corp. (the “Company”) is a blank check company formed as a Delaware corporation on May 20, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of June 30, 2024, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from May 20, 2021 (inception) through June 30, 2024 relates to the Company’s formation and its initial public offering (the “Initial Public Offering” or “IPO”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering. The Company’s Sponsor is ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statements for the Company’s IPO were declared effective on November 17, 2021. On November 19, 2021, the Company consummated the IPO of 30,000,000 units, including 3,500,000 units pursuant to the exercise of the underwriters’ over-allotment option in full, at $10.00 per unit (the “Units”), which is discussed in Note 3, generating gross proceeds to the Company of $300,000,000. Each Unit consists of one share (the “Public Shares”) of Class A common stock, par value $0.0001 per share (“Class A common stock”), and one-half of one warrant (the “Public Warrants”). Each whole Public Warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 1,350,000 private units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement, generating gross proceeds to the Company of $13,500,000, of which $600,000 has not been funded and was recorded as subscription receivable, which is described in Note 4. Each Private Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-half of one warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share. Transaction costs amounted to $17,820,368 consisting of $5,300,000 of underwriting commissions, $11,200,000 of deferred underwriting commissions, and $1,320,368 of other offering costs (including $795,000 of offering costs reimbursed by the underwriters) and was allocated between Class A common stock subject to possible redemption, Public Warrants, Private Placement Shares, and Private Placement Warrants. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on November 19, 2021, $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was deposited into a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, which may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on December 28, 2023 we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of a Business Combination or our liquidation. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay tax obligations and up to $100,000 to pay dissolution expenses, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s redemption of 100% of the outstanding public shares if it has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders are entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account initially deposited into the Trust following the closing of the IPO was $10.20 per Public Share. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with Public Warrants, the initial carrying value of common stock classified as temporary equity was then allocated proceeds determined in accordance with FASB ASC 470-20. The Public Shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately as they occur, measured at the end of each reporting period. The initial stockholders, sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any shares of Class B common stock, par value $0.0001 (the “Founder Shares”), Private Placement Shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. On April 20, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from May 19, 2023, to November 19, 2023 (the date which is 24 months from the closing date of the Company’s initial public offering of units). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of April 21, 2023. In connection with Special Meeting, holders of 25,845,428 shares of the Company’s Class A common stock exercised their right to redeem their shares for a cash redemption price of approximately $10.43 per share, or an aggregate redemption amount of $269,597,445. Following such redemptions, approximately 4,154,572 shares of Class A common stock remain issued and outstanding. On October 16, 2023, the Company announced that it has entered into a non-binding letter of intent for a potential business combination with Airspace Experience Technologies, Inc., a pioneer in the urban mobility market. The non-binding letter of intent was terminated on December 1, 2023. On November 17, 2023, the Company, held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date (the “Termination Date”) by which the Company must consummate a business combination (the “Charter Extension”) from November 19, 2023 (the “Original Termination Date”) to May 19, 2024 or such earlier date as may be determined by the Company’s board of directors in its sole discretion (the “Charter Extension Date”). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of November 15, 2023. In connection with the Extension Amendment Proposal, holders of 2,170,004 shares of the Company’s common stock properly exercised their right to redeem their shares. $22,904,010 or $10.55 per share was withdrawn from the Trust Account, leaving $20,946,765 in the Trust Account after the redemptions. On December 28, 2023, the Company held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for the right of a holder of Class B common stock of the Company to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. The newly issued Class A common stock would not have any redemption rights and would continue to be subject to a lock-up period upon consummation of the business combination. On December 19, 2023, the NYSE filed a Form 25 to delist the Company securities. The delisting was effective on December 29, 2023. On March 6, 2024, pursuant to Rule 15c-211 of the U.S. Securities Exchange Act, as amended (the “Exchange Act”), as amended, a market maker filed a Form 211 with the Financial Industry Regulatory Authority, Inc. (“FINRA”) to initiate proprietary trading of the Class A common stock, the units, and the warrants of the Company. Pursuant to Rule 15c2-11 (the “Exchange Act”), the submission of Form 211 to the FINRA OTC Compliance Unit enables broker-dealers to initiate or resume trading quotes on the “pink sheets” by OTC Markets Group Inc. for securities not listed on the New York Stock Exchange or The Nasdaq Stock Market LLC. The securities are expected to be quoted on the Pink Sheets, but there can be no assurance if or when this will occur. On May 17, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination from May 19, 2024 to November 19, 2024 or such earlier date as may be determined by the Company’s board of directors in its sole discretion. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of May 17, 2024. In connection with the Extension Amendment Proposal, holders of 1,125,154 shares of the Company’s common stock properly exercised their right to redeem their shares. $12,136,736 or $10.78 per share was withdrawn from the Trust Account, leaving $9,270,270 in the Trust Account after the redemptions. On June 27, 2024, the Company issued a press release announcing that on June 26, 2024, the Company was assigned the trading symbols SUAC, SUACU and SUACW for its common stock, units and warrants, respectively, by FINRA. As a result, the Company’s common stock, units and warrants begin to be quoted and traded in the over-the-counter market. Franchise and Income Tax Withdrawals from Trust Account Since completion of its IPO on November 19, 2021, and through June 30, 2024, the Company withdrew $2,636,344 from the Trust Account to pay its liabilities related to the income and Delaware franchise taxes. Through June 30, 2024, the Company remitted $2,527,064 to the respective tax authorities, which resulted in remaining excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $109,279. Additionally, as of June 30, 2024, the Company had accrued but unpaid income tax liability of $132,576 and unpaid liability for the Delaware franchise tax of $48,800, As of June 30, 2024, the Company had $290,466 in its operating account, which included $109,279 reserved for payment of Company’s tax liabilities. On April 2, 2024, the Company issued a convertible promissory note to the sponsor for the working capital needs in the amount of $275,000, of which $175,000 was funded on April 2, 2024, and $100,000 was funded on April 10, 2024. On April 10, 2024, the Company remitted $261,072 to Internal Revenue Service for its income tax liability and $38,800 (net of accrued interest) to Delaware Department of State for its franchise tax liability. The Sponsor’s working capital loan also replenished the Company’s operating account to maintain the remaining difference of $259,679 between amounts withdrawn from the Trust Account and remitted to the tax authorities, which will be used solely for payment of its income and Delaware franchise tax obligations. The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from additional financing from the Sponsor, without additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured. Liquidity and Capital Resources As of June 30, 2024, the Company had $290,466 in its operating bank account and working capital deficit of approximately $4.6 million. $259,679 of the amount of cash on hand as of June 30, 2024 relate to the amounts that were withdrawn from the Trust for payment of income and Delaware Franchise Taxes and can not be used for any other purpose. In addition, the Company has $600,000 in a subscription receivable, which will be used to satisfy the Company’s liquidity needs. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5), and an advance from the Sponsor of approximately $29,000 (see Note 5). The Company repaid $24,000 on November 19, 2021 and the remaining $5,000 remains outstanding and is due on demand. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, over-allotment and the Private Placement held outside of the Trust Account. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and the mandatory liquidation date raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 19, 2024 upon the approval of the extension of the liquidation date at the special shareholder meeting on May 17, 2024. The unaudited Condensed Consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date. Risks and Uncertainties Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On April 20, 2023, the Company’s stockholders redeemed 25,845,428 shares of the Company’s Class A common stock for a total of $269,597,445. On November 17, 2023, the Company’s stockholders redeemed 2,170,004 shares of the Company’s Class A common stock for a total of $22,904,010. The Company evaluated the classification and accounting of the share/ stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. Management has evaluated the requirements of the IR Act and the Company’s operations at the end of the reporting period and has determined that a liability of $3,046,381 should be recorded for the excise tax in connection with the above-mentioned redemptions as of June 30, 2024. This liability will be reviewed and remeasured at each reporting period.

CY2021Q4

us-gaap

Proceeds From Issuance Initial Public Offering

ProceedsFromIssuanceInitialPublicOffering

300000000

usd

CY2024Q2

us-gaap

Stockholders Equity Note Subscriptions Receivable

StockholdersEquityNoteSubscriptionsReceivable

600000

usd

suac

Transaction Costs

TransactionCosts

17820368

usd

suac

Underwriting Commissions

UnderwritingCommissions

5300000

usd

CY2024Q2

suac

Deferred Underwriting Commissions

DeferredUnderwritingCommissions

11200000

usd

CY2024Q2

us-gaap

Deferred Offering Costs

DeferredOfferingCosts

1320368

usd

suac

Offering Costs Reimbursed By Underwriters

OfferingCostsReimbursedByUnderwriters

795000

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CY2024Q2

suac

Minimum Percentage Of Fair Market Value Of Business Acquisition To Trust Account Balance

MinimumPercentageOfFairMarketValueOfBusinessAcquisitionToTrustAccountBalance

0.80

pure

CY2024Q2

suac

Minimum Percentage Of Voting Interests To Be Acquired In Business Combination

MinimumPercentageOfVotingInterestsToBeAcquiredInBusinessCombination

0.50

pure

CY2021Q4

suac

Investment Securities Maturity Period

InvestmentSecuritiesMaturityPeriod

P185D

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Net Cash Provided By Used In Financing Activities

NetCashProvidedByUsedInFinancingActivities

-269597445

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Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect

-112990

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Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect

438914

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CY2023Q4

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Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

403456

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CY2022Q4

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

409725

usd

CY2024Q2

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Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

290466

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CY2023Q2

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Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

848639

usd

us-gaap

Income Taxes Paid

IncomeTaxesPaid

261072

usd

us-gaap

Income Taxes Paid

IncomeTaxesPaid

645000

usd

suac

Initial Classification Of Shareholder Nonredemption Agreements Derivative Liability

InitialClassificationOfShareholderNonredemptionAgreementsDerivativeLiability

3936000

usd

suac

Initial Classification Of Shareholder Nonredemption Agreements Derivative Liability

InitialClassificationOfShareholderNonredemptionAgreementsDerivativeLiability

1770000

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suac

Excise Tax Liability For Redemptions Of Class A Common Stock

ExciseTaxLiabilityForRedemptionsOfClassACommonStock

261072

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Cash Paid For Income Taxes

CashPaidForIncomeTaxes

254501

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Cash Paid For Income Taxes

CashPaidForIncomeTaxes

645000

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us-gaap

Nature Of Operations

NatureOfOperations

Note 1 - Organization and Business Operation ShoulderUp Technology Acquisition Corp. (the “Company”) is a blank check company formed as a Delaware corporation on May 20, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of June 30, 2024, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from May 20, 2021 (inception) through June 30, 2024 relates to the Company’s formation and its initial public offering (the “Initial Public Offering” or “IPO”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering. The Company’s Sponsor is ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statements for the Company’s IPO were declared effective on November 17, 2021. On November 19, 2021, the Company consummated the IPO of 30,000,000 units, including 3,500,000 units pursuant to the exercise of the underwriters’ over-allotment option in full, at $10.00 per unit (the “Units”), which is discussed in Note 3, generating gross proceeds to the Company of $300,000,000. Each Unit consists of one share (the “Public Shares”) of Class A common stock, par value $0.0001 per share (“Class A common stock”), and one-half of one warrant (the “Public Warrants”). Each whole Public Warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 1,350,000 private units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement, generating gross proceeds to the Company of $13,500,000, of which $600,000 has not been funded and was recorded as subscription receivable, which is described in Note 4. Each Private Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-half of one warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share. Transaction costs amounted to $17,820,368 consisting of $5,300,000 of underwriting commissions, $11,200,000 of deferred underwriting commissions, and $1,320,368 of other offering costs (including $795,000 of offering costs reimbursed by the underwriters) and was allocated between Class A common stock subject to possible redemption, Public Warrants, Private Placement Shares, and Private Placement Warrants. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on November 19, 2021, $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was deposited into a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, which may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on December 28, 2023 we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of a Business Combination or our liquidation. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay tax obligations and up to $100,000 to pay dissolution expenses, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s redemption of 100% of the outstanding public shares if it has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders are entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account initially deposited into the Trust following the closing of the IPO was $10.20 per Public Share. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with Public Warrants, the initial carrying value of common stock classified as temporary equity was then allocated proceeds determined in accordance with FASB ASC 470-20. The Public Shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately as they occur, measured at the end of each reporting period. The initial stockholders, sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any shares of Class B common stock, par value $0.0001 (the “Founder Shares”), Private Placement Shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. On April 20, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from May 19, 2023, to November 19, 2023 (the date which is 24 months from the closing date of the Company’s initial public offering of units). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of April 21, 2023. In connection with Special Meeting, holders of 25,845,428 shares of the Company’s Class A common stock exercised their right to redeem their shares for a cash redemption price of approximately $10.43 per share, or an aggregate redemption amount of $269,597,445. Following such redemptions, approximately 4,154,572 shares of Class A common stock remain issued and outstanding. On October 16, 2023, the Company announced that it has entered into a non-binding letter of intent for a potential business combination with Airspace Experience Technologies, Inc., a pioneer in the urban mobility market. The non-binding letter of intent was terminated on December 1, 2023. On November 17, 2023, the Company, held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date (the “Termination Date”) by which the Company must consummate a business combination (the “Charter Extension”) from November 19, 2023 (the “Original Termination Date”) to May 19, 2024 or such earlier date as may be determined by the Company’s board of directors in its sole discretion (the “Charter Extension Date”). The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of November 15, 2023. In connection with the Extension Amendment Proposal, holders of 2,170,004 shares of the Company’s common stock properly exercised their right to redeem their shares. $22,904,010 or $10.55 per share was withdrawn from the Trust Account, leaving $20,946,765 in the Trust Account after the redemptions. On December 28, 2023, the Company held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for the right of a holder of Class B common stock of the Company to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. The newly issued Class A common stock would not have any redemption rights and would continue to be subject to a lock-up period upon consummation of the business combination. On December 19, 2023, the NYSE filed a Form 25 to delist the Company securities. The delisting was effective on December 29, 2023. On March 6, 2024, pursuant to Rule 15c-211 of the U.S. Securities Exchange Act, as amended (the “Exchange Act”), as amended, a market maker filed a Form 211 with the Financial Industry Regulatory Authority, Inc. (“FINRA”) to initiate proprietary trading of the Class A common stock, the units, and the warrants of the Company. Pursuant to Rule 15c2-11 (the “Exchange Act”), the submission of Form 211 to the FINRA OTC Compliance Unit enables broker-dealers to initiate or resume trading quotes on the “pink sheets” by OTC Markets Group Inc. for securities not listed on the New York Stock Exchange or The Nasdaq Stock Market LLC. The securities are expected to be quoted on the Pink Sheets, but there can be no assurance if or when this will occur. On May 17, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination from May 19, 2024 to November 19, 2024 or such earlier date as may be determined by the Company’s board of directors in its sole discretion. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of May 17, 2024. In connection with the Extension Amendment Proposal, holders of 1,125,154 shares of the Company’s common stock properly exercised their right to redeem their shares. $12,136,736 or $10.78 per share was withdrawn from the Trust Account, leaving $9,270,270 in the Trust Account after the redemptions. On June 27, 2024, the Company issued a press release announcing that on June 26, 2024, the Company was assigned the trading symbols SUAC, SUACU and SUACW for its common stock, units and warrants, respectively, by FINRA. As a result, the Company’s common stock, units and warrants begin to be quoted and traded in the over-the-counter market. Franchise and Income Tax Withdrawals from Trust Account Since completion of its IPO on November 19, 2021, and through June 30, 2024, the Company withdrew $2,636,344 from the Trust Account to pay its liabilities related to the income and Delaware franchise taxes. Through June 30, 2024, the Company remitted $2,527,064 to the respective tax authorities, which resulted in remaining excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $109,279. Additionally, as of June 30, 2024, the Company had accrued but unpaid income tax liability of $132,576 and unpaid liability for the Delaware franchise tax of $48,800, As of June 30, 2024, the Company had $290,466 in its operating account, which included $109,279 reserved for payment of Company’s tax liabilities. On April 2, 2024, the Company issued a convertible promissory note to the sponsor for the working capital needs in the amount of $275,000, of which $175,000 was funded on April 2, 2024, and $100,000 was funded on April 10, 2024. On April 10, 2024, the Company remitted $261,072 to Internal Revenue Service for its income tax liability and $38,800 (net of accrued interest) to Delaware Department of State for its franchise tax liability. The Sponsor’s working capital loan also replenished the Company’s operating account to maintain the remaining difference of $259,679 between amounts withdrawn from the Trust Account and remitted to the tax authorities, which will be used solely for payment of its income and Delaware franchise tax obligations. The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from additional financing from the Sponsor, without additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured. Liquidity and Capital Resources As of June 30, 2024, the Company had $290,466 in its operating bank account and working capital deficit of approximately $4.6 million. $259,679 of the amount of cash on hand as of June 30, 2024 relate to the amounts that were withdrawn from the Trust for payment of income and Delaware Franchise Taxes and can not be used for any other purpose. In addition, the Company has $600,000 in a subscription receivable, which will be used to satisfy the Company’s liquidity needs. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5), and an advance from the Sponsor of approximately $29,000 (see Note 5). The Company repaid $24,000 on November 19, 2021 and the remaining $5,000 remains outstanding and is due on demand. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, over-allotment and the Private Placement held outside of the Trust Account. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and the mandatory liquidation date raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 19, 2024 upon the approval of the extension of the liquidation date at the special shareholder meeting on May 17, 2024. The unaudited Condensed Consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date. Risks and Uncertainties Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On April 20, 2023, the Company’s stockholders redeemed 25,845,428 shares of the Company’s Class A common stock for a total of $269,597,445. On November 17, 2023, the Company’s stockholders redeemed 2,170,004 shares of the Company’s Class A common stock for a total of $22,904,010. The Company evaluated the classification and accounting of the share/ stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. Management has evaluated the requirements of the IR Act and the Company’s operations at the end of the reporting period and has determined that a liability of $3,046,381 should be recorded for the excise tax in connection with the above-mentioned redemptions as of June 30, 2024. This liability will be reviewed and remeasured at each reporting period.

CY2024Q2

us-gaap

Stockholders Equity Note Subscriptions Receivable

StockholdersEquityNoteSubscriptionsReceivable

600000

usd

suac

Transaction Costs

TransactionCosts

17820368

usd

suac

Underwriting Commissions

UnderwritingCommissions

5300000

usd

suac

Offering Costs Reimbursed By Underwriters

OfferingCostsReimbursedByUnderwriters

795000

usd

CY2024Q2

suac

Minimum Percentage Of Fair Market Value Of Business Acquisition To Trust Account Balance

MinimumPercentageOfFairMarketValueOfBusinessAcquisitionToTrustAccountBalance

0.80

pure

suac

Pay Dissolution Expenses

PayDissolutionExpenses

100000

usd

suac

Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination

PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination

1

pure

us-gaap

Stock Redeemed Or Called During Period Shares

StockRedeemedOrCalledDuringPeriodShares

25845428

shares

CY2023Q4

us-gaap

Stock Redeemed Or Called During Period Shares

StockRedeemedOrCalledDuringPeriodShares

2170004

shares

CY2023Q4

us-gaap

Stock Redeemed Or Called During Period Value

StockRedeemedOrCalledDuringPeriodValue

22904010

usd

CY2023Q4

us-gaap

Shares Issued Price Per Share

SharesIssuedPricePerShare

10.55

CY2023Q4

suac

Cash Withdrawn From Trust Account

CashWithdrawnFromTrustAccount

20946765

usd

us-gaap

Proceeds From Sale Of Trust Assets To Pay Expenses

ProceedsFromSaleOfTrustAssetsToPayExpenses

2636344

usd

suac

Tax Authorities

TaxAuthorities

2527064

usd

CY2024Q2

us-gaap

Assumed Liability For Unpaid Claims And Claims Adjustment Expense

AssumedLiabilityForUnpaidClaimsAndClaimsAdjustmentExpense

132576

usd

CY2024Q2

suac

Franchise Tax Payable

FranchiseTaxPayable

48800

usd

CY2024Q2

us-gaap

Cash And Cash Equivalents At Carrying Value

CashAndCashEquivalentsAtCarryingValue

290466

usd

us-gaap

Proceeds From Income Tax Refunds

ProceedsFromIncomeTaxRefunds

109279

usd

CY2024Q2

suac

Working Capital Loan

WorkingCapitalLoan

275000

usd

CY2024Q2

suac

Working Capital Loan

WorkingCapitalLoan

100000

usd

CY2024Q2

suac

Internal Revenue Service

InternalRevenueService

261072

usd

CY2024Q2

us-gaap

Deposit Liabilities Accrued Interest

DepositLiabilitiesAccruedInterest

38800

usd

CY2024Q2

us-gaap

Operating Loss Carryforwards

OperatingLossCarryforwards

259679

usd

suac

Working Capital Deficit

WorkingCapitalDeficit

4600000

usd

CY2024Q2

us-gaap

Cash

259679

usd

CY2024Q2

suac

Subscription Receivable

SubscriptionReceivable

600000

usd

CY2021Q4

suac

Repayment Of Advance From Sponsor Outstanding

RepaymentOfAdvanceFromSponsorOutstanding

5000

usd

us-gaap

Excise Taxes Collected

ExciseTaxesCollected

3046381

usd

CY2021Q4

us-gaap

Proceeds From Issuance Initial Public Offering

ProceedsFromIssuanceInitialPublicOffering

300000000

usd

CY2024Q2

us-gaap

Stockholders Equity Note Subscriptions Receivable

StockholdersEquityNoteSubscriptionsReceivable

600000

usd

suac

Transaction Costs

TransactionCosts

17820368

usd

CY2024Q2

us-gaap

Deferred Offering Costs

DeferredOfferingCosts

1320368

usd

suac

Offering Costs Reimbursed By Underwriters

OfferingCostsReimbursedByUnderwriters

795000

usd

CY2024Q2

suac

Minimum Percentage Of Fair Market Value Of Business Acquisition To Trust Account Balance

MinimumPercentageOfFairMarketValueOfBusinessAcquisitionToTrustAccountBalance

0.80

pure

CY2024Q2

suac

Minimum Percentage Of Voting Interests To Be Acquired In Business Combination

MinimumPercentageOfVotingInterestsToBeAcquiredInBusinessCombination

0.50

pure

CY2021Q4

suac

Investment Securities Maturity Period

InvestmentSecuritiesMaturityPeriod

P185D

suac

Pay Dissolution Expenses

PayDissolutionExpenses

100000

usd

suac

Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination

PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination

1

pure

us-gaap

Stock Redeemed Or Called During Period Shares

StockRedeemedOrCalledDuringPeriodShares

25845428

shares

CY2023Q4

us-gaap

Stock Redeemed Or Called During Period Shares

StockRedeemedOrCalledDuringPeriodShares

2170004

shares

CY2023Q4

us-gaap

Stock Redeemed Or Called During Period Value

StockRedeemedOrCalledDuringPeriodValue

22904010

usd

CY2023Q4

us-gaap

Shares Issued Price Per Share

SharesIssuedPricePerShare

10.55

CY2023Q4

suac

Cash Withdrawn From Trust Account

CashWithdrawnFromTrustAccount

20946765

usd

CY2024Q2

suac

Cash Withdrawn From Trust Account

CashWithdrawnFromTrustAccount

12136736

usd

CY2024Q2

us-gaap

Shares Issued Price Per Share

SharesIssuedPricePerShare

10.78

suac

Tax Authorities

TaxAuthorities

2527064

usd

suac

Funds Withdrawn From The Trust Account

FundsWithdrawnFromTheTrustAccount

109279

usd

CY2024Q2

us-gaap

Assumed Liability For Unpaid Claims And Claims Adjustment Expense

AssumedLiabilityForUnpaidClaimsAndClaimsAdjustmentExpense

132576

usd

CY2024Q2

suac

Franchise Tax Payable

FranchiseTaxPayable

48800

usd

CY2024Q2

us-gaap

Cash And Cash Equivalents At Carrying Value

CashAndCashEquivalentsAtCarryingValue

290466

usd

us-gaap

Proceeds From Income Tax Refunds

ProceedsFromIncomeTaxRefunds

109279

usd

CY2024Q2

suac

Working Capital Loan

WorkingCapitalLoan

275000

usd

CY2024Q2

suac

Internal Revenue Service

InternalRevenueService

261072

usd

CY2024Q2

us-gaap

Deposit Liabilities Accrued Interest

DepositLiabilitiesAccruedInterest

38800

usd

CY2024Q2

us-gaap

Operating Loss Carryforwards

OperatingLossCarryforwards

259679

usd

suac

Working Capital Deficit

WorkingCapitalDeficit

4600000

usd

CY2024Q2

us-gaap

Cash

259679

usd

CY2024Q2

suac

Subscription Receivable

SubscriptionReceivable

600000

usd

CY2021Q4

suac

Repayment Of Advance From Sponsor Outstanding

RepaymentOfAdvanceFromSponsorOutstanding

5000

usd

us-gaap

Excise Taxes Collected

ExciseTaxesCollected

3046381

usd

suac

Pay Dissolution Expenses

PayDissolutionExpenses

100000

usd

suac

Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination

PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination

1

pure

us-gaap

Stock Redeemed Or Called During Period Shares

StockRedeemedOrCalledDuringPeriodShares

25845428

shares

CY2023Q4

us-gaap

Stock Redeemed Or Called During Period Shares

StockRedeemedOrCalledDuringPeriodShares

2170004

shares

CY2023Q4

us-gaap

Stock Redeemed Or Called During Period Value

StockRedeemedOrCalledDuringPeriodValue

22904010

usd

CY2023Q4

us-gaap

Shares Issued Price Per Share

SharesIssuedPricePerShare

10.55

CY2023Q4

suac

Cash Withdrawn From Trust Account

CashWithdrawnFromTrustAccount

20946765

usd

CY2024Q2

suac

Cash Withdrawn From Trust Account

CashWithdrawnFromTrustAccount

12136736

usd

CY2024Q2

us-gaap

Shares Issued Price Per Share

SharesIssuedPricePerShare

10.78

CY2024Q2

suac

Cash Withdrawn From Trust Account In Connection With Redemption

CashWithdrawnFromTrustAccountInConnectionWithRedemption

9270270

usd

us-gaap

Proceeds From Sale Of Trust Assets To Pay Expenses

ProceedsFromSaleOfTrustAssetsToPayExpenses

2636344

usd

suac

Tax Authorities

TaxAuthorities

2527064

usd

suac

Funds Withdrawn From The Trust Account

FundsWithdrawnFromTheTrustAccount

109279

usd

CY2024Q2

us-gaap

Assumed Liability For Unpaid Claims And Claims Adjustment Expense

AssumedLiabilityForUnpaidClaimsAndClaimsAdjustmentExpense

132576

usd

CY2024Q2

suac

Franchise Tax Payable

FranchiseTaxPayable

48800

usd

CY2024Q2

us-gaap

Cash And Cash Equivalents At Carrying Value

CashAndCashEquivalentsAtCarryingValue

290466

usd

us-gaap

Proceeds From Income Tax Refunds

ProceedsFromIncomeTaxRefunds

109279

usd

CY2024Q2

suac

Working Capital Loan

WorkingCapitalLoan

275000

usd

CY2024Q2

suac

Working Capital Loan

WorkingCapitalLoan

100000

usd

CY2024Q2

suac

Internal Revenue Service

InternalRevenueService

261072

usd

CY2024Q2

us-gaap

Deposit Liabilities Accrued Interest

DepositLiabilitiesAccruedInterest

38800

usd

CY2024Q2

us-gaap

Operating Loss Carryforwards

OperatingLossCarryforwards

259679

usd

suac

Working Capital Deficit

WorkingCapitalDeficit

4600000

usd

CY2024Q2

us-gaap

Cash

259679

usd

CY2024Q2

suac

Subscription Receivable

SubscriptionReceivable

600000

usd

CY2021Q4

suac

Repayment Of Advance From Sponsor Outstanding

RepaymentOfAdvanceFromSponsorOutstanding

5000

usd

us-gaap

Excise Taxes Collected

ExciseTaxesCollected

3046381

usd

us-gaap

Use Of Estimates

UseOfEstimates

Use of EstimatesThe preparation of the unaudited Condensed Consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated financial statements. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited Condensed Consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Management has identified assumptions involved in the valuation of Class B shares transferred under the terms of non-redemption agreements as a critical accounting estimate.

us-gaap

Concentration Risk Credit Risk

ConcentrationRiskCreditRisk

Concentration of Credit RiskThe Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000 by the Federal Deposit Insurance Corporation. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

CY2024Q2

us-gaap

Cash Fdic Insured Amount

CashFDICInsuredAmount

250000

usd

us-gaap

Use Of Estimates

UseOfEstimates

Use of EstimatesThe preparation of the unaudited Condensed Consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated financial statements. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited Condensed Consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Management has identified assumptions involved in the valuation of Class B shares transferred under the terms of non-redemption agreements as a critical accounting estimate.

us-gaap

Concentration Risk Credit Risk

ConcentrationRiskCreditRisk

Concentration of Credit RiskThe Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000 by the Federal Deposit Insurance Corporation. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

CY2024Q2

us-gaap

Cash Fdic Insured Amount

CashFDICInsuredAmount

250000

usd

us-gaap

Use Of Estimates

UseOfEstimates

Use of EstimatesThe preparation of the unaudited Condensed Consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated financial statements. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited Condensed Consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Management has identified assumptions involved in the valuation of Class B shares transferred under the terms of non-redemption agreements as a critical accounting estimate.

us-gaap

Concentration Risk Credit Risk

ConcentrationRiskCreditRisk

Concentration of Credit RiskThe Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000 by the Federal Deposit Insurance Corporation. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

CY2024Q2

us-gaap

Cash Fdic Insured Amount

CashFDICInsuredAmount

250000

usd

CY2024Q2

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

-0.2789

pure

CY2023Q2

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

0.2645

pure

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

-0.1111

pure

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

0.2354

pure

us-gaap

Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate

EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate

0.21

pure

CY2021Q4

suac

Units Issued During Period Shares New Issues

UnitsIssuedDuringPeriodSharesNewIssues

30000000

shares

CY2021Q4

us-gaap

Shares Issued Price Per Share

SharesIssuedPricePerShare

10

CY2021Q4

suac

Number Of Shares Issued Per Unit

NumberOfSharesIssuedPerUnit

1

shares

CY2021Q4

us-gaap

Class Of Warrant Or Right Number Of Securities Called By Each Warrant Or Right

ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight

1

shares

CY2024Q2

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

-0.2789

pure

CY2023Q2

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

0.2645

pure

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

-0.1111

pure

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

0.2354

pure

us-gaap

Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate

EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate

0.21

pure

CY2021Q4

suac

Units Issued During Period Shares New Issues

UnitsIssuedDuringPeriodSharesNewIssues

30000000

shares

CY2021Q4

us-gaap

Shares Issued Price Per Share

SharesIssuedPricePerShare

10

CY2021Q4

suac

Number Of Shares Issued Per Unit

NumberOfSharesIssuedPerUnit

1

shares

CY2021Q4

us-gaap

Class Of Warrant Or Right Number Of Securities Called By Each Warrant Or Right

ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight

1

shares

CY2021Q4

suac

Investment Securities Maturity Period

InvestmentSecuritiesMaturityPeriod

P185D

CY2023

suac

Private Placement Not Funded

PrivatePlacementNotFunded

600000

usd

CY2024Q2

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

-0.2789

pure

CY2023Q2

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

0.2645

pure

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

-0.1111

pure

CY2021Q4

suac

Units Issued During Period Shares New Issues

UnitsIssuedDuringPeriodSharesNewIssues

30000000

shares

CY2021Q4

us-gaap

Shares Issued Price Per Share

SharesIssuedPricePerShare

10

CY2021Q4

suac

Number Of Shares Issued Per Unit

NumberOfSharesIssuedPerUnit

1

shares

CY2021Q4

us-gaap

Class Of Warrant Or Right Number Of Securities Called By Each Warrant Or Right

ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight

1

shares

CY2021Q4

suac

Investment Securities Maturity Period

InvestmentSecuritiesMaturityPeriod

P185D

CY2023

suac

Private Placement Not Funded

PrivatePlacementNotFunded

600000

usd

CY2021Q3

us-gaap

Sponsor Fees

SponsorFees

25000

usd

CY2021Q4

suac

Investment Securities Maturity Period

InvestmentSecuritiesMaturityPeriod

P185D

CY2023

suac

Private Placement Not Funded

PrivatePlacementNotFunded

600000

usd

CY2021Q3

us-gaap

Sponsor Fees

SponsorFees

25000

usd

CY2021Q3

suac

Number Of Founder Shares

NumberOfFounderShares

9833333

shares

CY2021Q3

us-gaap

Stock Issued During Period Shares Share Based Compensation Forfeited

StockIssuedDuringPeriodSharesShareBasedCompensationForfeited

1250000

shares

CY2021Q4

us-gaap

Stockholders Equity Note Stock Split Conversion Ratio1

StockholdersEquityNoteStockSplitConversionRatio1

1.0627119

pure

suac

Restrictions On Transfer Period Of Time After Business Combination Completion

RestrictionsOnTransferPeriodOfTimeAfterBusinessCombinationCompletion

P1Y

suac

Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Trading Days

TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdTradingDays

P20D

CY2024Q2

suac

Working Capital Loan

WorkingCapitalLoan

275000

usd

CY2024Q2

us-gaap

Shares Issued Price Per Share

SharesIssuedPricePerShare

10

us-gaap

Investment Company Excess Expense Reimbursable

InvestmentCompanyExcessExpenseReimbursable

4300

usd

CY2023

us-gaap

Investment Company Excess Expense Reimbursable

InvestmentCompanyExcessExpenseReimbursable

4300

usd

suac

Working Capital Loans Convertible Into Post Business Combination

WorkingCapitalLoansConvertibleIntoPostBusinessCombination

1500000

usd

suac

Working Capital Loan Price Per Share

WorkingCapitalLoanPricePerShare

10

CY2024Q2

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

30000

usd

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

60000

usd

CY2023Q2

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

30000

usd

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

60000

usd

CY2023

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

113945

usd

CY2021Q4

suac

Underwriters Option Period From Date Of Initial Public Offering

UnderwritersOptionPeriodFromDateOfInitialPublicOffering

P45D

CY2021Q4

suac

Underwriting Commissions

UnderwritingCommissions

5300000

usd

CY2024Q2

suac

Aggregate Of Non Redeemed Shares

AggregateOfNonRedeemedShares

800000

shares

CY2024Q2

us-gaap

Derivative Liabilities Noncurrent

DerivativeLiabilitiesNoncurrent

10901760

usd

CY2023Q4

us-gaap

Derivative Liabilities Noncurrent

DerivativeLiabilitiesNoncurrent

6646080

usd

us-gaap

Legal Fees

LegalFees

573168

usd

CY2024Q2

us-gaap

Stock Redeemed Or Called During Period Shares

StockRedeemedOrCalledDuringPeriodShares

1125154

shares

CY2021Q4

us-gaap

Temporary Equity Carrying Amount Attributable To Parent

TemporaryEquityCarryingAmountAttributableToParent

306000000

usd

CY2022

us-gaap

Temporary Equity Accretion To Redemption Value

TemporaryEquityAccretionToRedemptionValue

3130532

usd

CY2021Q3

us-gaap

Sponsor Fees

SponsorFees

25000

usd

CY2021Q3

suac

Number Of Founder Shares

NumberOfFounderShares

9833333

shares

CY2021Q3

us-gaap

Stock Issued During Period Shares Share Based Compensation Forfeited

StockIssuedDuringPeriodSharesShareBasedCompensationForfeited

1250000

shares

CY2021Q4

us-gaap

Stockholders Equity Note Stock Split Conversion Ratio1

StockholdersEquityNoteStockSplitConversionRatio1

1.0627119

pure

suac

Restrictions On Transfer Period Of Time After Business Combination Completion

RestrictionsOnTransferPeriodOfTimeAfterBusinessCombinationCompletion

P1Y

suac

Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Trading Days

TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdTradingDays

P20D

CY2024Q2

suac

Working Capital Loan

WorkingCapitalLoan

275000

usd

CY2024Q2

suac

Working Capital Loan

WorkingCapitalLoan

100000

usd

us-gaap

Conversion Of Stock Shares Converted1

ConversionOfStockSharesConverted1

270000

shares

CY2024Q2

us-gaap

Shares Issued Price Per Share

SharesIssuedPricePerShare

10

us-gaap

Investment Company Excess Expense Reimbursable

InvestmentCompanyExcessExpenseReimbursable

4300

usd

CY2023

us-gaap

Investment Company Excess Expense Reimbursable

InvestmentCompanyExcessExpenseReimbursable

4300

usd

suac

Working Capital Loans Convertible Into Post Business Combination

WorkingCapitalLoansConvertibleIntoPostBusinessCombination

1500000

usd

suac

Working Capital Loan Price Per Share

WorkingCapitalLoanPricePerShare

10

CY2024Q2

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

30000

usd

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

60000

usd

CY2023Q2

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

30000

usd

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

60000

usd

CY2023

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

113945

usd

CY2021Q4

suac

Underwriters Option Period From Date Of Initial Public Offering

UnderwritersOptionPeriodFromDateOfInitialPublicOffering

P45D

CY2021Q4

suac

Underwriting Commissions

UnderwritingCommissions

5300000

usd

CY2024Q2

suac

Aggregate Of Non Redeemed Shares

AggregateOfNonRedeemedShares

800000

shares

CY2024Q2

us-gaap

Derivative Liabilities Noncurrent

DerivativeLiabilitiesNoncurrent

10901760

usd

us-gaap

Legal Fees

LegalFees

573168

usd

CY2024Q2

us-gaap

Stock Redeemed Or Called During Period Shares

StockRedeemedOrCalledDuringPeriodShares

1125154

shares

CY2021Q4

us-gaap

Temporary Equity Carrying Amount Attributable To Parent

TemporaryEquityCarryingAmountAttributableToParent

306000000

usd

CY2022

us-gaap

Temporary Equity Accretion To Redemption Value

TemporaryEquityAccretionToRedemptionValue

3130532

usd

CY2022Q4

us-gaap

Temporary Equity Carrying Amount Attributable To Parent

TemporaryEquityCarryingAmountAttributableToParent

309130532

usd

CY2023

us-gaap

Redemption Premium

RedemptionPremium

292501454

usd

CY2023

us-gaap

Temporary Equity Accretion To Redemption Value

TemporaryEquityAccretionToRedemptionValue

4479147

usd

us-gaap

Redemption Premium

RedemptionPremium

12136736

usd

us-gaap

Temporary Equity Accretion To Redemption Value

TemporaryEquityAccretionToRedemptionValue

254501

usd

CY2024Q2

us-gaap

Temporary Equity Carrying Amount Attributable To Parent

TemporaryEquityCarryingAmountAttributableToParent

9225988

usd

CY2021Q3

suac

Number Of Founder Shares

NumberOfFounderShares

9833333

shares

CY2021Q3

us-gaap

Stock Issued During Period Shares Share Based Compensation Forfeited

StockIssuedDuringPeriodSharesShareBasedCompensationForfeited

1250000

shares

CY2021Q4

us-gaap

Stockholders Equity Note Stock Split Conversion Ratio1

StockholdersEquityNoteStockSplitConversionRatio1

1.0627119

pure

suac

Restrictions On Transfer Period Of Time After Business Combination Completion

RestrictionsOnTransferPeriodOfTimeAfterBusinessCombinationCompletion

P1Y

suac

Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Trading Days

TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdTradingDays

P20D

CY2024Q2

suac

Working Capital Loan

WorkingCapitalLoan

275000

usd

CY2024Q2

suac

Working Capital Loan

WorkingCapitalLoan

100000

usd

CY2024Q2

us-gaap

Shares Issued Price Per Share

SharesIssuedPricePerShare

10

us-gaap

Investment Company Excess Expense Reimbursable

InvestmentCompanyExcessExpenseReimbursable

4300

usd

suac

Working Capital Loans Convertible Into Post Business Combination

WorkingCapitalLoansConvertibleIntoPostBusinessCombination

1500000

usd

suac

Working Capital Loan Price Per Share

WorkingCapitalLoanPricePerShare

10

CY2024Q2

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

30000

usd

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

60000

usd

CY2023Q2

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

30000

usd

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

60000

usd

CY2023

us-gaap

Administrative Fees Expense

AdministrativeFeesExpense

113945

usd

CY2021Q4

suac

Underwriters Option Period From Date Of Initial Public Offering

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CY2021Q4

suac

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usd

CY2024Q2

suac

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us-gaap

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CY2024Q2

us-gaap

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CY2021Q4

us-gaap

Temporary Equity Carrying Amount Attributable To Parent

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usd

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us-gaap

Temporary Equity Accretion To Redemption Value

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us-gaap

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CY2023

us-gaap

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CY2023

us-gaap

Temporary Equity Accretion To Redemption Value

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4479147

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us-gaap

Temporary Equity Carrying Amount Attributable To Parent

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usd

us-gaap

Redemption Premium

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usd

us-gaap

Temporary Equity Accretion To Redemption Value

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us-gaap

Temporary Equity Carrying Amount Attributable To Parent

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CY2024Q2

us-gaap

Preferred Stock Shares Authorized

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us-gaap

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us-gaap

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pure

CY2022Q4

us-gaap

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Class Of Warrant Or Right Redemption Of Warrants Or Rights Stock Price Trigger

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us-gaap

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us-gaap

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Percentage Of Newly Issued Price Of Warrants

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Warrants And Rights Outstanding Exercisable Term After Business Combination

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Threshold Period For Filling Registration Statement After Business Combination

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Class Of Warrant Or Right Redemption Price Of Warrants Or Rights

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Class Of Warrant Or Right Minimum Threshold Written Notice Period For Redemption Of Warrants

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Class Of Warrant Or Right Redemption Of Warrants Or Rights Threshold Trading Days

ClassOfWarrantOrRightRedemptionOfWarrantsOrRightsThresholdTradingDays

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suac

Class Of Warrant Or Right Redemption Of Warrants Or Rights Threshold Consecutive Trading Days

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us-gaap

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ProceedsFromRelatedPartyDebt

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Excise Tax Liability For Redemptions Of Class A Common Stock

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CY2023Q4

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CY2023Q4

us-gaap

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usd

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ProceedsFromRelatedPartyDebt

usd

suac

Excise Tax Liability For Redemptions Of Class A Common Stock

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$SUAC
ShoulderUP Technology Acquisition Corp Stock $suac

2024 Q2 Form 10-Q Financial Statement

#000121390024073354 Filed on August 28, 2024

Income Statement

Balance Sheet

Cashflow Statement

Facts In Submission

Files In Submission

$SUAC ShoulderUP Technology Acquisition Corp Stock $suac

2024 Q2 Form 10-Q Financial Statement

#000121390024073354 Filed on August 28, 2024

Income Statement

Balance Sheet

Cashflow Statement

Facts In Submission

Files In Submission

$SUAC
ShoulderUP Technology Acquisition Corp Stock $suac