M&A - ShoulderUP Technology Acquisition Corp.

Form Type: NT 10-Q

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000121390025044845

Filing Summary: ShoulderUp Technology Acquisition Corp. (the Registrant) has filed a notification for late filing of its Quarterly Report for the three months ended March 31, 2025. The delay is due to the Registrant's involvement in various closing conditions related to a Business Combination Agreement with CID Holdco, Inc. and SEE ID, Inc. The Registrant has committed resources towards the merger and anticipates filing the Quarterly Report within the designated extended timeframe, as per Rule 12b-25. No significant changes in operations from the prior year are expected to be reflected in the upcoming quarterly earnings.

Form Type: 10-K

Filing Date: 2025-05-07

Corporate Action: Merger

Type: Update

Accession Number: 000121390025040339

Filing Summary: ShoulderUp Technology Acquisition Corp. has filed its annual report for the fiscal year ended December 31, 2024. The company is structured as a blank check corporation aiming to effect a merger, capital stock exchange, asset acquisition, stock purchase, or similar business combination. On March 18, 2024, the company entered into a Business Combination Agreement with CID HoldCo, Inc., and SEE ID, Inc. This agreement entails a two-part merger: the first involves ShoulderUp Merger Sub merging into ShoulderUp, making it a wholly owned subsidiary of CID HoldCo; the second is the SEE ID Merger, where SEI Merger Sub merges with and into SEE ID, making SEE ID the surviving entity. The completion of this business combination hinges on various customary closing conditions, including stockholder approval and satisfying regulatory requirements. The document highlights the management team, which includes experienced leaders in cybersecurity and venture capital, emphasizing their capabilities to drive growth and value in the upcoming business combination. Furthermore, the company maintains strategic relationships with investment and cybersecurity experts to enhance its deal sourcing and assessment processes.

Form Type: 425

Filing Date: 2025-04-22

Corporate Action: Merger

Type: Update

Accession Number: 000121390025034187

Filing Summary: On April 17, 2025, ShoulderUp Technology Acquisition Corp. entered into a Non-Redemption Agreement with an investor, who rescinded its redemption of 500,000 shares in connection with the previously approved Business Combination Agreement from a special stockholder meeting held on February 6, 2025. This Business Combination involves multiple parties, including CID HoldCo, Inc. and two merger subsidiaries. As part of the agreement, the Company will make a cash payment to the investor upon the Business Combination's completion. Additionally, the company and the investor established a Forfeiture Agreement where the investor will forfeit the right to 413,333 founder shares immediately upon the Business Combination's consummation. The Non-Redemption Agreement is set to terminate under specific conditions, including mutual agreement or if shares are redeemed before the Business Combination.

Form Type: 8-K

Filing Date: 2025-04-22

Corporate Action: Merger

Type: Update

Accession Number: 000121390025034182

Filing Summary: On April 17, 2025, ShoulderUp Technology Acquisition Corp. (the Company) completed a special meeting of stockholders where stockholders approved a Business Combination Agreement with CID HoldCo, Inc. and other related entities. A total of 502,000 shares of common stock were elected to be redeemed during this meeting. Subsequently, the Company entered into a Non-Redemption Agreement with an investor, allowing them to rescind redemptions of 500,000 shares of common stock and receive a cash payment upon consummation of the Business Combination. Additionally, a Forfeiture Agreement was executed, whereby the investor agreed to forfeit rights to 413,333 founder shares upon closing of the Business Combination. These agreements are pivotal to the completion of the merger process outlined in the Business Combination Agreement, which is expected to proceed in accordance with outlined terms.

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.

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.

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.

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.

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.