M&A - ShoulderUP Technology Acquisition Corp.

Form Type: NT 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025026384

Filing Summary: ShoulderUp Technology Acquisition Corp. is submitting a notification of late filing for its Annual Report for the fiscal year ended December 31, 2024. The delay is due to the complexities associated with a Business Combination Agreement involving CID Holdco, Inc., ShoulderUp Merger Sub, Inc., and SEE ID, Inc. The registrant requires additional time to complete the report and for auditors to finalize the audit of the company's financial statements. The annual report is expected to be filed within fifteen calendar days after the prescribed deadline.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000121390025012872

Filing Summary: On February 6, 2025, ShoulderUp Technology Acquisition Corp. (SUAC) filed an amendment to its certificate of incorporation aimed at facilitating a Business Combination Agreement with CID HoldCo, Inc. The agreement involves significant mergers, including a merger between ShoulderUp Merger Sub and SUAC, with SUAC becoming a wholly-owned subsidiary of CID HoldCo. Additionally, SEI Merger Sub will merge with SEE ID, also becoming a wholly-owned subsidiary of CID HoldCo. The stockholders voted overwhelmingly in favor of the Business Combination Proposal, as well as other proposals related to governance and structure of the newly formed entity. Proposals approved include changes to the certificate of incorporation, establishment of an equity incentive plan, and compliance with Nasdaq rules for share issuance. A total of 12,300,523 shares voted in favor of most proposals, showing strong support for the direction and transformation of the company. These proceedings illustrate a strategic restructuring aimed at enhancing business operations and governance efficiency under the new entity.

Document Link: View Document

Form Type: DEFM14A

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000121390025004491

Filing Summary: ShoulderUp Technology Acquisition Corp. (SUAC) is proposing a business combination with CID HoldCo, Inc. and SEE ID, Inc. pursuant to a Business Combination Agreement dated March 18, 2024. The transaction involves two merges: ShoulderUp Merger Sub merging into SUAC, making SUAC a wholly-owned subsidiary of CID HoldCo, and SEI Merger Sub merging into SEE ID, making SEE ID a wholly-owned subsidiary of CID HoldCo. Following this, SUAC's shareholders will receive one share of Holdings Common Stock for each share of SUAC’s Common Stock held. The total newly issued shares to SEE ID stockholders will approximate 13 million shares. The business combination will enable the enhancement of offerings by combining SUAC’s capital with SEE ID's innovative IoT and AI technology to facilitate business operations. The anticipated ownership after the merger estimates that former SUAC stockholders will own about 48.58% and former SEE ID securityholders about 35.04% of the outstanding shares. The Special Meeting for stockholders to vote on this proposal is scheduled for February 6, 2025.

Document Link: View Document

Form Type: DEF 14A

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000121390025003054

Filing Summary: ShoulderUp Technology Acquisition Corp. is seeking stockholder approval for a Charter Amendment Proposal to extend the deadline for consummating a Business Combination from January 24, 2025, to February 24, 2025. This extension is requested to provide additional time for the completion of a merger agreement with CID Holdco, Inc., which involves merging ShoulderUp Merger Sub into the Company and subsequently merging SEI Merger Sub with SEE ID, Inc. The amendment is crucial as the Company is concerned it will not meet the January deadline for the proposed transactions outlined in the Business Combination Agreement dated March 18, 2024. If the proposal is not approved and a Business Combination is not finalized by the current deadline, the Company will be forced to liquidate its assets and redeem public shares. The proxy statement emphasizes the importance of shareholder votes, with a redemption price estimated at $10.99 per share as of January 10, 2025, contingent upon ownership and market conditions prior to the special meeting.

Document Link: View Document

Form Type: PRE 14A

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025000419

Filing Summary: 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.

Document Link: View Document