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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/25/24 Shorepower Technologies Inc. S-1/A 67:12M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.99M
(General Form)
2: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 17K
Liquidation or Succession
3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 20K
4: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 17K
5: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 179K
6: EX-5.1 Opinion of Counsel re: Legality HTML 24K
7: EX-10.1 Material Contract HTML 47K
8: EX-10.2 Material Contract HTML 49K
9: EX-10.7 Material Contract HTML 137K
11: EX-23.1 Consent of Expert or Counsel HTML 18K
12: EX-23.3 Consent of Expert or Counsel HTML 18K
15: EX-FILING FEES Calculation of Registration Fee HTML 22K
13: EX-99.1 Miscellaneous Exhibit HTML 136K
14: EX-99.2 Miscellaneous Exhibit HTML 194K
10: EX-16.1 Letter re: a Change in Accountant HTML 19K
26: R1 Cover HTML 56K
27: R2 Condensed Balance Sheets HTML 146K
28: R3 Condensed Balance Sheets (Parenthetical) HTML 53K
29: R4 Condensed Statements of Operations HTML 111K
30: R5 Condensed Statements of Changes in Stockholders' HTML 138K
Equity (Deficit)
31: R6 Statements of Cash Flows HTML 111K
32: R7 Organization and Description of Business HTML 51K
33: R8 Summary of Significant Accounting Policies HTML 54K
34: R9 Going Concern HTML 25K
35: R10 Related Party Transactions HTML 62K
36: R11 Due to Prior Related Parties HTML 24K
37: R12 Common Stock HTML 41K
38: R13 Preferred Stock HTML 37K
39: R14 Warrants HTML 81K
40: R15 Income Taxes HTML 50K
41: R16 Restatement HTML 54K
42: R17 Subsequent Events HTML 31K
43: R18 Note Receivable HTML 22K
44: R19 Loan Payable HTML 26K
45: R20 Summary of Significant Accounting Policies HTML 84K
(Policies)
46: R21 Warrants (Tables) HTML 71K
47: R22 Income Taxes (Tables) HTML 45K
48: R23 Restatement (Tables) HTML 51K
49: R24 Organization and Description of Business (Details HTML 80K
Narrative)
50: R25 Summary of Significant Accounting Policies HTML 24K
(Details Narrative)
51: R26 Going Concern (Details Narrative) HTML 22K
52: R27 Related Party Transactions (Details Narrative) HTML 200K
53: R28 Due to Prior Related Parties (Details Narrative) HTML 31K
54: R29 Common Stock (Details Narrative) HTML 90K
55: R30 Preferred Stock (Details Narrative) HTML 71K
56: R31 Schedule of Warrant of Fair Value Assumptions HTML 27K
(Details)
57: R32 Schedule of Warrant Activity (Details) HTML 56K
58: R33 Warrants (Details Narrative) HTML 33K
59: R34 Schedule of Deferred Tax Assets and Liabilities HTML 27K
(Details)
60: R35 Schedule of Income Tax Provision (Details) HTML 31K
61: R36 Income Taxes (Details Narrative) HTML 23K
62: R37 Schedule of Restated Balance Sheet (Details) HTML 127K
63: R38 Restatement (Details Narrative) HTML 29K
64: R39 Subsequent Events (Details Narrative) HTML 52K
65: R40 Note Receivable (Details Narrative) HTML 24K
66: R41 Schedule of Warrants Fair Value Assumptions HTML 27K
(Details)
67: R42 Loan Payable (Details Narrative) HTML 23K
22: XML IDEA XML File -- Filing Summary XML 97K
25: XML XBRL Instance -- forms-1a_htm XML 1.32M
21: EXCEL IDEA Workbook of Financial Report Info XLSX 120K
17: EX-101.CAL XBRL Calculations -- spev-20231130_cal XML 137K
18: EX-101.DEF XBRL Definitions -- spev-20231130_def XML 608K
19: EX-101.LAB XBRL Labels -- spev-20231130_lab XML 796K
20: EX-101.PRE XBRL Presentations -- spev-20231130_pre XML 686K
16: EX-101.SCH XBRL Schema -- spev-20231130 XSD 115K
23: JSON XBRL Instance as JSON Data -- MetaLinks 359± 503K
24: ZIP XBRL Zipped Folder -- 0001493152-24-011163-xbrl Zip 593K
Exhibit 99.2
UNITED STATES BASKETBALL LEAGUE, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On November 23, 2022, United States Basketball League, Inc. (“USBL”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Shurepower, LLC d/b/a Shorepower Technologies, Inc. (“Shorepower”) under which Shorepower will be merged with and into USBL subject to several closing conditions, including satisfactory completion of due diligence reviews by each party to the Merger Agreement, Shorepower providing USBL with the most recent two years of audited financial statements by a PCAOB auditor, USBL authorizing a new class of Series B preferred stock with each Series B preferred share having the voting power of 40 shares of USBL common stock, USBL completing a stock and warrant financing to have a minimum of $480,000 in cash at closing (the “USBL Pre-Merger Financing”) and USBL not having any debt or contingent liabilities of any kind at the time of the closing.
Under the terms of the Merger Agreement, following the closing, Shorepower shall own 55% of the issued and outstanding shares of USBL common stock that includes any dilution from the USBL Pre-Merger Financing, Shorepower shall receive 2,000,000 shares of a Series B Preferred stock and the right to receive the following additional shares of USBL common stock upon achieving the following milestones: (i) an additional 2.5% of the issued and outstanding USBL Common Stock upon the completion of either (a) the conversion of 75 existing connection points to Level 2 or greater or the (b) installation of 75 new connection points to revenue producing stations in the first 12 months or some combination of the two yielding 75 units, (ii) an additional 2.5% of the of the issued and outstanding USBL Common Stock upon (a) the application for $10M in grants and/or the (b) the award of $1.0 million in grants in the first 18 months; (iii) an additional 2.5% of the issued and outstanding USBL common stock outstanding upon the completion of acquisitions in the first 24 months generating no less than $3.0 million in gross revenues and (iv) an additional 500,000 shares of USBL common stock upon acquiring or hiring the following key personnel in the first six months after the effective date of the merger: (a) three or more qualified Board members and (b) at least three of the following four individuals having the following qualifications: one sales/marketing person, one grant writer/Government relations person, one technician/maintenance person and one software programmer/engineer.
The following unaudited pro forma condensed combined financial information is based on the financial statements of the Company and Shorepower.
Shorepower is a transportation electrification company that builds, deploys and operates plug-in stations that allow vehicles and refrigerated trailers to conveniently access electric power while parked or staged, resulting in cost savings for fleets and drivers that will not have to use petroleum fuel thus significantly reducing associated toxic emissions and greenhouse gases from replacing diesel fuel with electric power.
The notes to the unaudited pro forma condensed combined financial information describe the reclassifications and adjustments to the financial information presented.
The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that the Company would have reported had the Shorepower acquisition been completed as of the dates presented and should not be taken as a representation of the Company’s future consolidated results of operation or financial position.
The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the acquisition. The unaudited pro forma condensed combined financial statements also do not include any integration costs, cost overlap or estimated future transaction costs that the companies expect to incur as a result of the acquisition.
The historical financial information has been adjusted to give effect to events that are directly attributable to the Acquisition, factually supportable and expected to have a continuing impact on the results of the combined company. Per Rules 8-05, 11-01 and 11-02 of Regulation S-X, the historical financials of the companies are within one quarter of one another; therefore, no adjustments were made to the periods presented. The adjustments that are included in the following unaudited pro forma condensed combined financial statements are described in Note 3 below, which includes the numbered notes that are marked in those financial statements.
UNITED STATES BASKETBALL LEAGUE, INC.
Unaudited Pro Forma Condensed Combined Balance Sheets
| United States Basketball League, Inc. as of November 30, 2022 | Shurepower, LLC as of November 30, 2022 | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current Assets: | ||||||||||||||||||||
| Cash | $ | 133,713 | $ | 12,754 | $ | 660,000 | $ | 806,467 | ||||||||||||
| Prepaid stock for services | 135,000 | — | — | 135,000 | ||||||||||||||||
| Other prepaids | 2,440 | — | — | 2,440 | ||||||||||||||||
| Inventory | — | 6,455 | — | 6,455 | ||||||||||||||||
| Total Current Assets | 271,153 | 19,209 | 660,000 | 950,362 | ||||||||||||||||
| Other assets | — | 1,000 | — | 1,000 | ||||||||||||||||
| Total Assets | $ | 271,153 | $ | 20,209 | $ | 660,000 | $ | 951,362 | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||||
| Accounts payable and accrued expenses | $ | 5,040 | $ | 79,675 | $ | — | $ | 84,715 | ||||||||||||
| Related party payables | — | 1,648,354 | — | 1,648,354 | ||||||||||||||||
| 8Loan payables | — | 111,395 | 111,395 | |||||||||||||||||
| Total Current Liabilities | 5,040 | 1,839,424 | — | 1,844,464 | ||||||||||||||||
| Total Liabilities | 5,040 | 1,839,424 | — | 1,844,464 | ||||||||||||||||
| Shareholders’ Equity (Deficit): | ||||||||||||||||||||
| Preferred stock, $0.01 par value, 10,000,000 shares authorized; no shares issued and outstanding | — | — | — | — | — | |||||||||||||||
| Series A preferred stock, $0.01 par value, 1,105,644 shares designated; no shares issued and outstanding | — | — | — | — | — | |||||||||||||||
| Series B preferred stock, $0.01 par value, 2,000,000 shares designated; no shares issued and outstanding | — | — | 20,000 | (2 | ) | 20,000 | ||||||||||||||
| Common stock, $0.01 par value, 100,000,000 shares authorized; 10,345,348 shares issued and outstanding | 103,453 | — | 110,000 | (1 | ) | 213,453 | ||||||||||||||
| Additional paid-in-capital | 7,736,701 | — | 530,000 | (1) (2) | 8,266,701 | |||||||||||||||
| Accumulated deficit | (7,531,587 | ) | (1,819,215 | ) | — | (9,350,802 | ) | |||||||||||||
| Treasury stock, at cost | (42,454 | ) | — | — | (42,454 | ) | ||||||||||||||
| Total Shareholders’ Equity (Deficit) | 266,113 | (1,819,215 | ) | 660,000 | (893,102 | ) | ||||||||||||||
| Total Liabilities and Shareholders’ Deficit | $ | 271,153 | $ | 20,209 | $ | 660,000 | $ | 951,362 | ||||||||||||
UNITED STATES BASKETBALL LEAGUE, INC.
Unaudited Pro Forma Condensed Combined Statements of Operations
| United States Basketball League, Inc. for the nine months ended November 30, 2022 | Shurepower, LLC for the nine months ended September 30, 2022 | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||||
| Revenues | $ | — | $ | 20,320 | $ | — | $ | 20,320 | ||||||||||||
| Cost of revenues | — | 1,941 | — | 1,941 | ||||||||||||||||
| Gross profit | — | 18,379 | — | 18,379 | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||
| Professional fees | 17,940 | — | — | 17,940 | ||||||||||||||||
| General and administrative | 117,933 | 178,033 | — | 295,966 | ||||||||||||||||
| Director compensation | 202,500 | — | — | 202,500 | ||||||||||||||||
| Total operating expenses | 338,373 | 178,033 | — | 516,406 | ||||||||||||||||
| Loss from operations | (338,373 | ) | (159,654 | ) | — | (498,027 | ) | |||||||||||||
| Other Expense: | ||||||||||||||||||||
| Impairment expense | — | (46,063 | ) | — | (46,063 | ) | ||||||||||||||
| Interest expense | — | (1,514 | ) | — | (1,514 | ) | ||||||||||||||
| Total other expense | — | (47,577 | ) | — | (47,577 | ) | ||||||||||||||
| Net loss | $ | (338,373 | ) | $ | (207,231 | ) | $ | — | $ | (545,604 | ) | |||||||||
| Net loss per common share, basic and diluted | $ | (0.04 | ) | $ | (0.02 | ) | ||||||||||||||
| Weighted average number of common shares outstanding, basic and diluted | 9,030,803 | 20,030,803 | ||||||||||||||||||
UNITED STATES BASKETBALL LEAGUE, INC.
Unaudited Pro Forma Condensed Combined Statements of Operations
| United States Basketball League, Inc. for the year ended February, 2022 | Shurepower, LLC for the year ended December 31, 2021 | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||||
| Revenues | $ | — | $ | 206,614 | $ | — | $ | 206,614 | ||||||||||||
| Revenue – related party | 5,000 | — | — | 5,000 | ||||||||||||||||
| Cost of revenues | — | 1,468 | — | 1,468 | ||||||||||||||||
| Gross profit | 5,000 | 205,146 | — | 210,146 | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||
| Professional fees | 31,551 | — | — | 31,551 | ||||||||||||||||
| General and administrative | 229,484 | 227,457 | — | 456,941 | ||||||||||||||||
| Director compensation | 48,000 | — | — | 48,000 | ||||||||||||||||
| Total operating expenses | 309,035 | 227,457 | — | 536,492 | ||||||||||||||||
| Loss from operations | (304,035 | ) | (22,311 | ) | — | (326,346 | ) | |||||||||||||
| Other Income (Expense): | ||||||||||||||||||||
| Other income | 2,000 | 9,014 | — | 11,014 | ||||||||||||||||
| Interest expense | (1,699,145 | ) | (8,063 | ) | — | (1,707,208 | ) | |||||||||||||
| Gain on forgiveness of debt | 55,270 | — | — | 55,270 | ||||||||||||||||
| Loss on conversion of debt | (127,480 | ) | — | — | (127,480 | ) | ||||||||||||||
| Total other income (expense) | (1,769,355 | ) | 951 | — | (1,768,404 | ) | ||||||||||||||
| Net loss | $ | (2,073,390 | ) | $ | (21,360 | ) | $ | — | $ | (2,094,750 | ) | |||||||||
| Net loss per common share, basic and diluted | $ | (0.36 | ) | $ | (0.13 | ) | ||||||||||||||
| Weighted average number of common shares outstanding, basic and diluted | 5,752,866 | 16,752,866 | ||||||||||||||||||
UNITED STATES BASKETBALL LEAGUE, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRO FORMA PRESENTATION
The unaudited pro forma statement of operations for the periods presented, is based on the financial statements of the Company and Shorepower, after giving effect to the Company’s acquisition of Shorepower that was consummated on March 22, 2023, and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.
NOTE 2 - ACQUISITION OF SHUREPOWER, LLC
On March 22, 2023 (the “Closing Date”), United States Basketball League, Inc. (“USBL”, “the Company”) and Shurepower, LLC d/b/a Shorepower Technologies, Inc. (“Shorepower”), consummated the merger contemplated by that certain Merger Agreement (the “Merger Agreement”) made and entered into as of November 23, 2022, by and among USBL and Shorepower. Under the terms of the Merger Agreement, Shorepower now owns 55% of the issued and outstanding shares of USBL common stock that includes any dilution from the USBL Pre-Merger Financing, Shorepower has received 2,000,000 shares of a Series B Preferred stock.
Following the Closing, Shorepower will be deemed the accounting predecessor of the Merger and will be the successor registrant for SEC purposes, meaning that Shorepower’s financial statements for previous periods will be disclosed in the Company’s future periodic reports filed with the SEC.
The Merger is accounted for as a reverse recapitalization. Under this method of accounting, USBL will be treated as the acquired company for financial statement reporting purposes.
NOTE 3 - PRO FORMA ADJUSTMENTS
The following pro forma adjustments are included in the Company’s unaudited pro forma condensed combined financial information:
| (1) | Adjustment to account for the sale of 11,000,000 common stock units. Each unit consists of one share of common stock and one warrant to purchase one additional share of common stock. Total proceeds from the sale of the common stock units is $660,000. | |
| (2) | Adjustment to account for the issuance of 2,000,000 shares of the Company’s Series B preferred stock. |
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/25/24 | |||
| 3/22/23 | 3, 8-K | |||
| 11/30/22 | 10-Q | |||
| 11/23/22 | 8-K | |||
| 9/30/22 | ||||
| 12/31/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/23 Shorepower Technologies Inc. 8-K:1,2,3,5 3/22/23 17:10M M2 Compliance LLC/FA 11/29/22 Shorepower Technologies Inc. 8-K:1,9 11/23/22 2:246K Toppan Merrill/FA 5/30/00 US Basketball League Inc. 10SB12B 12:129K McLaughlin & Ste… LLP/FA |