M&A: ShoulderUP Technology Acquisition Corp.

Form Type: PRE 14A

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025000419

Comments: ShoulderUp Technology Acquisition Corp. is calling a special meeting of stockholders to discuss a proposal to delay the deadline for completing a business combination from January 24, 2025, to a later date. This proposal, referred to as the Charter Amendment Proposal, aims to provide the Company with additional time necessary to finalize the transactions stipulated in a Business Combination Agreement with CID Holdco, Inc. The proposal includes a merger process where ShoulderUp Merger Sub will merge with and into the Company, making the Company a wholly-owned subsidiary of CID Holdco. Following that, SEI Merger Sub will merge with SEE ID, which will become a wholly-owned subsidiary of CID Holdco. If the extension is not approved and the business combination is not completed by the current deadline, the Company will need to liquidate its assets. The special meeting will allow stockholders to vote on this proposal, which requires a significant majority for approval. The Company assures that the option for stockholders to redeem their shares remains available regardless of their vote on this extension. If the extension is approved, it could potentially enable better opportunities for current stockholders.

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