UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

SCHEDULE 14A

_____________________________________

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant

 

Filed by a party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

ShoulderUp Technology Acquisition Corp.
(Name of Registrant as Specified In Its Charter)

_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required.

 

Fee paid previously with preliminary materials.

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

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PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS OF SHOULDERUP TECHNOLOGY
ACQUISITION CORPORATION

PROSPECTUS FOR
5,396,675 SHARES OF COMMON STOCK
15,000,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND
15,000,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF
CID HOLDCO, INC.

The board of directors of ShoulderUp Technology Acquisition Corp., a Delaware corporation (“SUAC”), has unanimously approved the business combination agreement (as it may be further amended, restated, modified and/or supplemented from time to time), dated as of March 18, 2024 (the “Business Combination Agreement”) by and among SUAC, CID HoldCo, Inc., a Delaware corporation and wholly-owned subsidiary of SUAC (“Holdings”), ShoulderUp Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“ShoulderUp Merger Sub”), SEI Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“SEI Merger Sub,” and together with ShoulderUp Merger Sub, the “Merger Subs”), and SEE ID, Inc., a Nevada corporation (“SEE ID”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex AYou are being asked to vote on, among other proposals the Business Combination Proposal, the Organizational Document Proposal, the Nasdaq Proposal, the NTA Proposal, and the Equity Incentive Plan Proposal.

Holdings and the Merger Subs are newly formed entities that were formed for the sole purpose of entering into and consummating the transactions set forth in the Business Combination Agreement. Holdings is a wholly-owned direct subsidiary of SUAC and both the Merger Subs are wholly-owned direct subsidiaries of Holdings. Pursuant to the Business Combination Agreement, at closing, each of the following transactions will occur in the following order: (i) ShoulderUp Merger Sub will merge with and into SUAC (the “ShoulderUp Merger”), with SUAC surviving the ShoulderUp Merger as a wholly-owned subsidiary of Holdings (the “ShoulderUp Surviving Company”); and (ii) simultaneously with the ShoulderUp Merger, SEI Merger Sub will merge with and into SEE ID (the “SEE ID Merger”), with SEE ID surviving the SEE ID Merger as a wholly-owned subsidiary of Holdings (the “Surviving Company”) (the ShoulderUp Merger and the SEE ID Merger, together the “Mergers” and together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

SEE ID helps businesses digitally transform their operations using IoT and AI technology. With significant innovations in RF networking, use of vision system overlays and a cloud-based AI engine, the company offers a differentiated asset tracking and workflow management solution for operations intensive enterprises. SEE ID’s goal is to provide increased safety, assurance and efficiency across enterprise processes.

If SUAC stockholders approve the Business Combination Proposal (as defined below) and the parties consummate the Business Combination: (i) the holders of shares of SUAC’s common stock (“SUAC Common Stock”) issued and outstanding immediately prior to the effective time of the Business Combination (other than any redeemed shares) will receive one share of common stock of Holdings (“Holdings Common Stock”) in exchange for each share of SUAC Common Stock held by them, subject to adjustment as more fully described in the Business Combination Agreement, (ii) the holders of each whole warrant to purchase SUAC Class A Common Stock will receive one warrant to purchase Holdings Common Stock at an exercise price of $11.50 per share, and (iii) 13 million shares of Holdings Common Stock, subject to adjustment as more fully described in the Business Combination Agreement, will be issued to the SEE ID Stockholders in proportion to their ownership interests in SEE ID. As a result of the Business Combination, SUAC and SEE ID will become wholly-owned subsidiaries of Holdings.

In connection with the execution of the Business Combination Agreement, SUAC entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), dated March 18, 2024, with each of the directors of SUAC, pursuant to which, among other things, such directors agreed to approve the Business Combination Agreement and the Business Combination.

 

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Contemporaneously with the execution of the Business Combination Agreement, certain SEE ID Stockholders entered into the Stockholder Support Agreement (the “Stockholder Support Agreement”), dated March 18, 2024, pursuant to which such securityholders agreed to approve the Business Combination Agreement and the Business Combination.

Additionally, as a condition to closing the Business Combination, SUAC or Holdings, as applicable, will close simultaneously with a line of credit (including an equity line of credit with respect to Holdings common stock) on customary terms of no less than $50,000,000 and no greater than $100,000,000 prior to the closing of the Business Combination.

It is anticipated that, upon completion of the Business Combination, SUAC’s former stockholders will own approximately 48.58% of the outstanding shares of Holdings Common Stock, that SEE ID’s former securityholders will own approximately 35.04% of the outstanding shares of Holdings Common Stock. These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Business Combination Agreement. These relative percentages assume that none of SUAC’s existing Public Stockholders (as defined below) exercise their redemption rights in connection with the Business Combination. If any of SUAC’s Public Stockholders exercise their redemption rights, or any of the other assumptions underlying these percentages become inaccurate, these percentages may vary from the amounts shown above. Please see “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The table below illustrates varying beneficial ownership levels in Holdings immediately upon Closing, assuming no additional redemptions by public stockholders, 25% redemption by public stockholders, 50% redemption by public stockholders, 75% redemption by public stockholders, and the maximum redemptions by public stockholders.

 

Scenario 1

 

Scenario 2

 

Scenario 3

 

Scenario 4

 

Scenario 5

   

(Assuming No
Redemptions into
Cash)

 

(Assuming 25%
Redemptions into
Cash)

 

(Assuming 50%
Redemptions into
Cash)

 

(Assuming 75%
Redemptions into
Cash)

 

(Assuming Maximum
Redemptions into
Cash)

   

Shares

 

%

 

Shares

 

%

 

Shares

 

%

 

Shares

 

%

 

Shares

 

%

Public Stockholders(1)

 

508,829

 

2.01

%

 

508,829

 

 

2.02

%

 

508,829

 

 

2.03

%

 

508,829

 

 

2.04

%

 

508,829

 

 

2.05

%

Less: shares of ShoulderUp Common Stock redeemed

 

 

0.00

%

 

(127,207

)

 

(0.50

)%

 

(254,415

)

 

(1.01

)%

 

(381,622

)

 

(1.53

)%

 

(508,829

)

 

(2.05

)%

Total held by Public Stockholders(2)

 

508,829

 

2.01

%

 

381,622

 

 

1.51

%

 

254,414

 

 

1.01

%

 

127,207

 

 

0.51

%

 

 

 

0.00

%

Private placement shares – Class A(3)

 

1,350,000

 

5.33

%

 

1,350,000

 

 

5.36

%

 

1,350,000

 

 

5.38

%

 

1,350,000

 

 

5.41

%

 

1,350,000

 

 

5.44

%

Founder shares – Class B(4)

 

10,450,000

 

41.25

%

 

10,450,000

 

 

41.45

%

 

10,450,000

 

 

41.66

%

 

10,450,000

 

 

41.88

%

 

10,450,000

 

 

42.09

%

Conversion of ShoulderUp convertible notes

 

27,000

 

0.11

%

 

27,000

 

 

0.11

%

 

27,000

 

 

0.11

%

 

27,000

 

 

0.11

%

 

27,000

 

 

0.11

%

Former See ID stockholders(5)

 

8,877,752

 

35.04

%

 

8,877,752

 

 

35.22

%

 

8,877,752

 

 

35.40

%

 

8,877,752

 

 

35.58

%

 

8,877,752

 

 

35.76

%

Conversion of See ID SAFE Notes(6)

 

2,108,840

 

8.32

%

 

2,108,840

 

 

8.37

%

 

2,108,840

 

 

8.41

%

 

2,108,840

 

 

8.45

%

 

2,108,840

 

 

8.49

%

Shares from exercise of See ID Options(7)

 

2,013,408

 

7.95

%

 

2,013,408

 

 

7.99

%

 

2,013,408

 

 

8.03

%

 

2,013,408

 

 

8.07

%

 

2,013,408

 

 

8.11

%

Pro Forma Combined Company Common Stock outstanding at Closing

 

25,335,829

 

100

%

 

25,208,622

 

 

100

%

 

25,081,414

 

 

100

%

 

24,954,207

 

 

100

%

 

24,827,000

 

 

100

%

Holdings is applying to have the Holdings Common Stock and Holdings Warrants listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbols DAIC and DAIC.W, respectively. SUAC Class A Common Stock, SUAC Warrants and SUAC Units are currently traded over-the-counter on the “pink sheets” by OTC Markets Group Inc. (the “OTC”) under the symbols SUAC, SUACW and SUACU, respectively.

Pursuant to the Existing SUAC Charter, SUAC is providing holders of shares of SUAC Class A Common Stock sold as part of the units issued in SUAC’s initial public offering (such shares, “Public Shares” and such stockholders, “Public Stockholders”) with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of SUAC’s initial public offering, as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to SUAC to pay SUAC’s franchise and income taxes and for working capital purposes, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $5,590,641 on January 10, 2025, the estimated per share redemption price would have been approximately $10.99. Public Stockholders may elect to redeem their Public Shares even if they vote for the Business Combination Proposal. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of

 

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the Exchange Act), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the Public Shares issued in the IPO. Holders of SUAC’s outstanding warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (“Sponsor”), and SUAC’s officers and directors are not entitled to redeem their shares of SUAC Class B Common Stock (or any shares of SUAC Class A Common Stock issued in exchange for such shares of SUAC Class B Common Stock) and have agreed to waive their redemption rights with respect to any Public Shares held by them in connection with the completion of the Business Combination. The shares of SUAC Class B Common Stock (and any shares of SUAC Class A Common Stock issued in exchange for such shares of SUAC Class B Common Stock) will be excluded from the pro rata calculation used to determine the per-share redemption price.

The accompanying proxy statement/prospectus provides shareholders of SUAC with detailed information about the Business Combination and other matters to be considered at the special meeting of SUAC. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 18 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of the business combination or related transactions or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement/prospectus. Any representation to the contrary constitutes a criminal offense.

 

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SHOULDERUP TECHNOLOGY ACQUISITION CORPORATION
125 Townpark Drive
Suite 300
Kennesaw, GA 30144

Proxy Statement/Prospectus, dated January 17, 2025
and first mailed to stockholders on or about January 17, 2025

To the Stockholders of ShoulderUp Technology Acquisition Corp.:

You are invited to attend a special meeting (the “Special Meeting”) of the stockholders of ShoulderUp Technology Acquisition Corp., a Delaware corporation (“SUAC”) relating to the business combination agreement, dated March 18, 2024 (the “Business Combination Agreement”), by and among SUAC, CID HoldCo, Inc., a Delaware corporation and wholly-owned subsidiary of SUAC (“Holdings”), ShoulderUp Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“ShoulderUp Merger Sub”), SEI Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“SEI Merger Sub,” and together with ShoulderUp Merger Sub, the “Merger Subs”), and SEE ID, Inc., a Nevada corporation (“SEE ID”). This document is both a proxy statement/prospectus containing information about SUAC’s special meeting of stockholders and a prospectus of Holdings with respect to the securities to be issued to SUAC’s securityholders and equity holders of SEE ID in the Business Combination (as defined below).

Holdings and the Merger Subs are newly formed entities that were formed for the sole purpose of entering into and consummating the transactions set forth in the Business Combination Agreement. Holdings is a wholly-owned direct subsidiary of SUAC and both the Merger Subs are wholly-owned direct subsidiaries of Holdings. Pursuant to the Business Combination Agreement, at closing, each of the following transactions will occur in the following order: (i) ShoulderUp Merger Sub will merge with and into SUAC (the “ShoulderUp Merger”), with SUAC surviving the ShoulderUp Merger as a wholly-owned subsidiary of Holdings (the “ShoulderUp Surviving Company”); and (ii) simultaneously with the ShoulderUp Merger, SEI Merger Sub will merge with and into SEE ID (the “SEE ID Merger”), with SEE ID surviving the SEE ID Merger as a wholly-owned subsidiary of Holdings (the “Surviving Company”) (the ShoulderUp Merger and the SEE ID Merger, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

SEE ID helps businesses digitally transform their operations using IoT and AI technology. With significant innovations in RF networking, use of vision system overlays and a cloud-based AI engine, the company offers a differentiated asset tracking and workflow management solution for operations intensive enterprises. Their goal in mind is to provide increased safety, assurance and efficiency across enterprise processes.

If SUAC stockholders approve the Business Combination Proposal (as defined below) and the parties consummate the Business Combination: (i) the holders of shares of SUAC’s common stock (“SUAC Common Stock”) issued and outstanding immediately prior to the effective time of the Business Combination (other than any redeemed shares) will receive one share of common stock of Holdings (“Holdings Common Stock”) in exchange for each share of SUAC Common Stock held by them, subject to adjustment as more fully described in the Business Combination Agreement, (ii) the holders of each whole warrant to purchase SUAC Class A Common Stock will receive one warrant to purchase Holdings Common Stock at an exercise price of $11.50 per share, and (iii) 13 million shares of Holdings Common Stock, subject to adjustment as more fully described in the Business Combination Agreement, will be issued to the equity holders of SEE ID in proportion to their ownership interests in SEE ID. As a result of the Business Combination, SUAC and SEE ID will become wholly-owned subsidiaries of Holdings.

In connection with the execution of the Business Combination Agreement, SUAC entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), dated March 18, 2024, with each of the directors of SUAC, pursuant to which, among other things, such directors agreed to approve the Business Combination Agreement and the Business Combination.

Contemporaneously with the execution of the Business Combination Agreement, certain key SEE ID Stockholders entered into the Stockholder Support Agreement (the “Stockholder Support Agreement”), dated March 18, 2024, pursuant to which such securityholders agreed to approve the Business Combination Agreement and the Business Combination.

 

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It is anticipated that, upon completion of the Business Combination, SUAC’s former stockholders will own approximately 48.58% of the outstanding shares of Holdings Common Stock, that SEE ID’s former securityholders will own approximately 35.04% of the outstanding shares of Holdings Common Stock.

These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Business Combination Agreement. These relative percentages assume that none of SUAC’s existing Public Stockholders (as defined below) exercise their redemption rights in connection with the Business Combination. If any of SUAC’s Public Stockholders exercise their redemption rights, or any of the other assumptions underlying these percentages become inaccurate, these percentages may vary from the amounts shown above. Please see “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Holdings is applying to have the Holdings Common Stock and Holdings Warrants listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbols DAIC and DAIC.W, respectively. SUAC Class A Common Stock, SUAC Warrants and SUAC Units are currently traded on the over-the-counter market (the “OTC”) under the symbols SUAC, SUACW and SUACU, respectively.

Pursuant to the Existing SUAC Charter, SUAC is providing holders of shares of SUAC Class A Common Stock sold as part of the units issued in SUAC’s initial public offering (such shares, “Public Shares” and such stockholders, “Public Stockholders”) with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account established in connection with SUAC’s initial public offering (the “Trust Account”), including interest not previously released to SUAC to pay its taxes, as of two (2) business days prior to the consummation of the Business Combination, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $5,590,641 on January 10, 2025, the estimated per share redemption price would have been approximately $10.99. Public Stockholders may elect to redeem their Public Shares even if they vote for the Business Combination Proposal. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the Public Shares issued in SUAC’s initial public offering. Holders of SUAC’s outstanding warrants do not have redemption rights with respect to such warrants in connection with the Business Combination.

ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (“Sponsor”), and SUAC’s officers and directors are not entitled to redeem their shares of SUAC Class B Common Stock (or any shares of SUAC Class A Common Stock issued in exchange for such shares of SUAC Class B Common Stock) and have agreed to waive their redemption rights with respect to any Public Shares held by them in connection in connection with the completion of the Business Combination. The shares of SUAC Class B Common Stock (and any shares of SUAC Class A Common Stock issued in exchange for such shares of SUAC Class B Common Stock) will be excluded from the pro rata calculation used to determine the per-share redemption price.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 18 of this proxy statement/prospectus.

After careful consideration, SUAC’s board of directors (the “SUAC Board”) has unanimously approved the Business Combination Agreement and the Business Combination and determined that each of the proposals to be presented at the Special Meeting is fair to, advisable, and in the best interests of SUAC and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of SUAC and its stockholders and what may be best for a director’s personal interests when determining to recommend that SUAC’s stockholders vote for the proposals. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

 

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Your vote is very important.    To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Special Meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

On behalf of the SUAC Board, I would like to thank you for your support of SUAC and look forward to a successful completion of the Business Combination.

Very truly yours,

   

/s/ Phyllis W. Newhouse

   

Phyllis W. Newhouse

   

Chief Executive Officer

   

ShoulderUp Technology Acquisition Corp.

   

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD SHARES OF SUAC CLASS A COMMON STOCK THROUGH SUAC UNITS, ELECT TO SEPARATE YOUR SUAC UNITS INTO THE UNDERLYING SUAC COMMON STOCK AND SUAC PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARES OF SUAC CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST HOLDINGS’ DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF THE STOCKHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of the Business Combination or related transactions or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement/prospectus. Any representation to the contrary constitutes a criminal offense.

The accompanying proxy statement/prospectus is dated January 17, 2025 and is first being mailed to the stockholders of SUAC on or about January 17, 2025.

 

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SHOULDERUP TECHNOLOGY ACQUISITION CORPORATION
125 Townpark Drive, Suite
300 Kennesaw, GA 30144

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF SHOULDERUP TECHNOLOGY ACQUISITION CORPORATION TO BE HELD ON FEBRUARY 6, 2025

TO THE STOCKHOLDERS OF SHOULDERUP TECHNOLOGY ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of ShoulderUp Technology Acquisition Corp., a Delaware corporation (“SUAC”), will be held at 10:00 am, Eastern Time, on February 6, 2025. In an effort to increase participation in the meeting, after careful consideration, we have determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance while safeguarding the health and safety of our stockholders, directors and management team. You are cordially invited to attend the Special Meeting online by visiting and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement.

At the Special Meeting, you will be asked to consider and vote on the following proposals:

(1)     Proposal No. 1 — The Business Combination Proposal — To adopt and approve the Business Combination Agreement, dated as of March 18, 2024 (as it may be further amended, restated, modified and/or supplemented from time to time, the “Business Combination Agreement”), entered into by and among SUAC, CID HoldCo, Inc. , a Delaware corporation and wholly-owned subsidiary of SUAC (“Holdings”), ShoulderUp Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“ShoulderUp Merger Sub”), SEI Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“SEI Merger Sub”), and SEE ID, Inc., a Nevada corporation (“SEE ID”) and the transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”), pursuant to which:

        ShoulderUp Merger Sub will merge with and into SUAC (the “ShoulderUp Merger”), with SUAC surviving the ShoulderUp Merger as a wholly-owned subsidiary of Holdings (the “ShoulderUp Surviving Company”);

        simultaneously with the ShoulderUp Merger, SEI Merger Sub will merge with and into SEE ID (the “SEE ID Merger”), with SEE ID surviving the SEE ID Merger as a wholly-owned subsidiary of Holdings (the “Surviving Company”);

        we refer to this proposal as the “Business Combination Proposal.

(2)     Proposal No. 2 — The Organizational Document Proposal — To approve and adopt, assuming the Business Combination Proposal is approved and adopted, the amended and restated certificate of incorporation of Holdings (the “Proposed Holdings Charter”), which, if approved, would take effect upon the Closing (we refer to this proposal as the “Organizational Document Proposal”, collectively with the Business Combination Proposal, the “Conditions Precedent Proposals”);

(3)     Proposal No. 3(A)-(C) — the Advisory Charter Proposals — To approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed Holdings Charter, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as three sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”);

        Proposal No. 3(A):    to establish Holdings’ capital structure, authorizing (i) [10,000,000] shares of Preferred Stock, par value $0.0001 per share, and (ii) [290,000,000] shares of Holdings Common Stock, par value $0.0001 per share (we refer to this as “Advisory Charter Proposal A”);

 

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        Proposal No. 3(B):    to classify the directors into three classes designated as Class I, Class II and Class III, and to provide that the members of the board of directors of Holdings be elected serve as Class I, Class II and Class III directors to serve staggered terms until the first, second and third annual meeting of the stockholders of Holdings, respectively, held after the amendment and restatement of Holdings’ Charter, which annual meetings of stockholders shall be held at such date and time and at such place, if any, within or outside the State of Delaware as may be fixed by the board of directors of Holdings. Each elected director shall hold office until the third annual meeting following such director’s election or until his successor shall be elected and duly qualified, or his earlier death, resignation, retirement, disqualification or removal from office (we refer to this as “Advisory Charter Proposal B”);

        Proposal No. 3(C):    to provide that unless Holdings consents in writing to the selection of an alternative forum, the sole and exclusive forum, to the fullest extent permitted by law, for (1) any derivative action or proceeding brought on Holdings’ behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of Holdings’ directors, officers, employees or agents or Holdings’ stockholders, (3) any action asserting a claim against Holdings or any director or officer arising pursuant to any provision of the DGCL, the Proposed Holdings Charter or the Proposed Holdings Bylaws, or (4) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware or federal court located within the State of Delaware if the Court of Chancery does not have jurisdiction (we refer to this as “Advisory Charter Proposal C”);

(4)     Proposal No. 4 — The Nasdaq Proposal — To approve, assuming the Conditions Precedent Proposals are approved and adopted, for purposes of complying with Nasdaq Capital Market rules (the “Nasdaq”), the issuance of shares of Holdings Common Stock and the Holdings Public Warrants in connection with the Business Combination (we refer to this proposal as the “Nasdaq Proposal”);

(5)     Proposal No. 5 — The NTA Proposal — To approve and adopt, assuming the Conditions Precedent Proposals are approved and adopted, amendments to the second amended and restated certificate of incorporation of SUAC (as amended, the “Existing SUAC Charter”), which amendments (the “NTA Amendments”) shall be effective, if adopted and implemented by SUAC, prior to the consummation of the proposed Business Combination, to remove from the Existing SUAC Charter (i) the limitation on share repurchases prior to the consummation of a business combination that would cause SUAC’s net tangible assets (“NTA”) to be less than $5,000,001 following such repurchases, and (ii) the limitation that SUAC shall not consummate a business combination if it would cause SUAC’s NTA to be less than $5,000,001 either immediately prior or subsequent to the consummation of such business combination (we refer to this proposal as the “NTA Proposal;

(6)     Proposal No. 6 — The Equity Incentive Plan Proposal — To approve and adopt, assuming the Business Combination Proposal and the Organizational Document Proposal are approved and adopted, to consider and vote upon a proposal to approve and adopt the CID HoldCo Inc. 2024 Equity Incentive Plan (the “Equity Incentive Plan”) (we refer to this proposal as the “Equity Incentive Plan Proposal”); and

(7)     Proposal No. 7 — The Adjournment Proposal — To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Conditions Precedent Proposals, the Advisory Charter Proposals, the Nasdaq Proposal, the NTA Proposal or Equity Incentive Plan Proposal (we refer to this proposal as the “Adjournment Proposal”).

The above matters are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. We urge you to read carefully the accompanying proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements.

 

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The record date for the Special Meeting is January 3, 2025. Only holders of record of shares of SUAC Class A Common Stock and shares of SUAC Class B Common Stock at the close of business on the record date are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of SUAC’s stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at SUAC’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting and electronically during the Special Meeting at https://www.cstproxy.com/shoulderupacquisition/2025.

SUAC Class A Common Stock, SUAC Warrants and SUAC Units are currently traded over-the-counter on the “pink sheets” by OTC Markets Group Inc. (the “OTC”) under the symbols SUAC, SUACW and SUACU, respectively. Certain shares of SUAC Class A Common Stock and SUAC Public Warrants currently trade as SUAC Units consisting of one share of SUAC Class A Common Stock and are listed on the OTC under the symbol “SUACU.” The SUAC Units will automatically separate into component securities of Holdings upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Holdings intends to apply for listing the shares of the Holdings Common Stock and Holdings Public Warrants on the Nasdaq under the symbols “DAIC” and “DAIC.W,” respectively, and such Nasdaq listing is a condition to Closing.

Pursuant to the Existing SUAC Charter, a holder of shares of SUAC Class A Common Stock sold as part of the units issued in SUAC’s initial public offering (each such share, a “Public Share”, and such stockholder, a “Public Stockholder”) may request that SUAC redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. Public Stockholders will be entitled to receive cash for any Public Shares to be redeemed only if they:

(a)     (i) hold shares of Public Shares or (ii) hold shares of Public Shares through SUAC Units and they elect to separate their SUAC Units into the underlying Public Shares and warrants (“SUAC Public Warrants”) prior to exercising their redemption rights with respect to the Public Shares; and

(b)    prior to 5:00 p.m., Eastern Time, on February 4, 2025 (two business days prior to the vote at the Special Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, SUAC’s transfer agent (the “transfer agent”), that SUAC redeem their Public Shares for cash and (ii) deliver their Public Shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders of SUAC Units must elect to separate the underlying Public Shares and SUAC Public Warrants prior to exercising redemption rights with respect to their Public Shares. SUAC has not issued fractional SUAC Warrants other than as part of SUAC Units, each of which is comprised of one share of SUAC Class A Common Stock and one-half of one SUAC Public Warrant. If, upon the detachment of SUAC Public Warrants from SUAC Units or otherwise, a holder of SUAC Warrants would be entitled to receive a fractional SUAC Warrant, SUAC will round down to the nearest whole number of SUAC Warrants to be issued to such holder. If holders hold their SUAC Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the SUAC Units into the underlying Public Shares of and SUAC Public Warrants, or if a holder holds SUAC Units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. A holder of the SUAC Public Warrants will not be able to exercise any fraction of a SUAC Warrant. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Stockholder properly exercises its right to redeem its Public Shares and timely delivers its shares to the transfer agent, we will redeem each Public Share for a per share price, payable in cash, equal to (i) the aggregate amount on deposit in the trust account established in connection with SUAC’s initial public offering (the “Trust Account”), including interest not previously released to SUAC to pay our taxes, as of two business days prior to the consummation of the Business Combination, divided by the number of then-outstanding Public Shares. As of January 10, 2025, this would have amounted to approximately $10.99 per Public Share. If a Public Stockholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such Public Shares. Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a Public Stockholder delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that we instruct our transfer agent to return the certificate (physically or electronically). Public Stockholders can make such requests by

 

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contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. SUAC will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Special Meeting of the Stockholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, Public Stockholders, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without SUAC’s prior consent. Accordingly, if a Public Stockholder, alone or acting in concert as a group, seeks to redeem more than 15% of the Public Shares, then any such Public Shares in excess of that 15% limitation would not be redeemed for cash, without our prior consent.

ShoulderUp Technology Sponsor LLC, a Delaware limited liability company, and SUAC’s officers and directors are not entitled to redeem their shares of SUAC Class B Common Stock (or any shares of SUAC Class A Common Stock issued in exchange for such shares of SUAC Class B Common Stock) and have agreed to waive their redemption rights with respect to any Public Shares held by them in connection in connection with the completion of the Business Combination. The shares of SUAC Class B Common Stock (and any shares of SUAC Class A Common Stock issued in exchange for such shares of SUAC Class B Common Stock) will be excluded from the pro rata calculation used to determine the per-share redemption price.

Under the Business Combination Agreement, the approval of the Business Combination Proposal is a condition to the consummation of the Business Combination.

Approval of the Business Combination Proposal and the Organizational Document Proposal (collectively, the “Conditions Precedent Proposal”) requires the affirmative vote (in person or by proxy) of holders of a majority of the outstanding shares of SUAC Class A Common Stock and SUAC Class B Common Stock entitled to vote thereon at the Special Meeting, voting as a single class. Each of the Advisory Charter Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of shares of SUAC Class A Common Stock and SUAC Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and each of the proposals. We urge you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares of SUAC Class A Common Stock, please contact Phyllis W. Newhouse at Phyllis@shoulderup.com.

This notice of special meeting and the proxy statement/prospectus are available at https://www.cstproxy.com/shoulderupacquisition/2025.

By Order of the Board of Directors

   

/s/ Phyllis W. Newhouse

   

Phyllis W. Newhouse

   

ShoulderUp Technology Acquisition Corp.

   

Chief Executive Officer

   

January 17, 2025

   

 

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TABLE OF CONTENTS

 

Page

ADDITIONAL INFORMATION

 

iii

FREQUENTLY USED TERMS

 

iv

TRADEMARKS

 

ix

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

x

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

xii

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

1

TICKER SYMBOLS AND DIVIDEND INFORMATION

 

13

SELECTED HISTORICAL FINANCIAL INFORMATION OF SUAC

 

14

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF SEE ID

 

15

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

16

RISK FACTORS

 

18

SUAC SPECIAL MEETING OF THE STOCKHOLDERS

 

90

THE BUSINESS COMBINATION PROPOSAL

 

97

THE SUAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL

 

121

THE ORGANIZATIONAL DOCUMENTS PROPOSAL

 

122

THE SUAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ORGANIZATIONAL DOCUMENT PROPOSAL

 

123

THE ADVISORY CHARTER PROPOSALS

 

124

THE SUAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE ADVISORY CHARTER PROPOSALS

 

126

THE NASDAQ PROPOSAL

 

127

THE SUAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL

 

128

THE EQUITY INCENTIVE PLAN PROPOSAL

 

131

THE ADJOURNMENT PROPOSAL

 

140

THE SUAC BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL

 

140

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

141

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

144

INFORMATION ABOUT SUAC

 

152

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SUAC

 

160

BUSINESS OF SEE ID

 

166

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SEE ID

 

181

MANAGEMENT OF HOLDINGS FOLLOWING THE BUSINESS COMBINATION

 

196

SEE ID EXECUTIVE COMPENSATION

 

203

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

207

BENEFICIAL OWNERSHIP OF SECURITIES

 

210

DESCRIPTION OF SECURITIES

 

212

SECURITIES ACT RESTRICTIONS ON RESALE OF COMBINED COMPANY COMMON STOCK

 

220

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

 

223

APPRAISAL RIGHTS

 

232

HOUSEHOLDING INFORMATION

 

232

SUBMISSION OF STOCKHOLDER PROPOSALS

 

233

FUTURE STOCKHOLDER PROPOSALS

 

233

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Page

WHERE YOU CAN FIND MORE INFORMATION

 

234

LEGAL MATTERS

 

234

EXPERTS

 

234

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

235

TRANSFER AGENT AND REGISTRAR

 

235

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A BUSINESS COMBINATION AGREEMENT

 

A-1

ANNEX B FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CID HOLDCO, INC.

 

B-1

ANNEX C FORM OF BYLAWS OF CID HOLDCO, INC.

 

C-1

ANNEX D SIDE LETTER AGREEMENT

 

D-1

ANNEX DD FORM OF AMENDMENT TO THE SIDE LETTER AGREEMENT

 

DD-1

ANNEX E SPONSOR SUPPORT AGREEMENT

 

E-1

ANNEX F STOCKHOLDER SUPPORT AGREEMENT

 

F-1

ANNEX G FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

 

G-1

ANNEX H FORM OF NTA AMENDMENTS

 

H-1

ANNEX I FORM OF EQUITY INCENTIVE PLAN PROPOSAL

 

I-1

ANNEX J FORM OF WARRANT ASSUMPTION AND ASSIGNMENT AGREEMENT

 

J-1

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ADDITIONAL INFORMATION

If you have questions about the Business Combination or the Special Meeting, or if you need to obtain copies of the enclosed proxy statement/prospectus, proxy card or other documents incorporated by reference in the proxy statement/prospectus, you may contact:

ShoulderUp Technology Acquisition Corp.
125 Townpark Drive, Suite 300
Kennesaw, Georgia 30144
Attn: Phyllis Newhouse
Telephone: (650) 276-7040

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on February 6, 2025, you must request the information no later than January 31, 2025, five business days prior to the date of the Special Meeting.

For a more detailed description of the information incorporated by reference in the enclosed proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 234 of the enclosed proxy statement/prospectus.

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FREQUENTLY USED TERMS

Definitions

In this document:

Adjournment Proposal” means the proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by SUAC that more time is necessary or appropriate to approve one or more Proposals at the Special Meeting.

Aggregate Company Option Exercise Price” means the aggregate exercise price that would be paid to the Company in respect of all Company Options to the extent that Company Options are exercised in full immediately prior to the Effective Time (without giving effect to any “net” exercise or similar concept).

Aggregate Merger Consideration Value” means $130,000,000.00.

Business Combination” means the transactions contemplated by the Business Combination Agreement.

Business Combination Agreement” means the Business Combination Agreement, dated as of March 18, 2024, by and among SUAC, Holdings, ShoulderUp Merger Sub, SEI Merger Sub, and SEE ID. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Business Combination Proposal” means the proposal to be considered at the Special Meeting to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the ShoulderUp Merger and SEE ID Merger.

Closing” means the closing of the Business Combination.

Code” means the Internal Revenue Code of 1986, as amended.

Combined Company” means Holdings and its subsidiaries after giving effect to the Business Combination and the related transactions.

Company Change of Control Payments” means any success, change of control, retention, transaction bonus or other similar payment or amount that SEE ID is required to pay to any current or former officer, director or employee of SEE ID or any affiliate of SEE ID (including any “double trigger” payments or similar amounts that may become due and payable based upon the occurrence of the Mergers or the other transactions contemplated to occur on the Closing Date pursuant to the Business Combination Agreement or the ancillary agreements contemplated thereto followed by or combined with one or more additional circumstances, matters or events) pursuant to the express terms of any plan, policy, arrangement or Contract to which SEE ID is a party or by which any of its assets are bound as of or prior to the Closing, in each case, as a result of the consummation of the Mergers or the other transactions contemplated to occur on the Closing Date pursuant to the Business Combination Agreement or the ancillary agreements contemplated thereto. The Company Change of Control Payments shall not in the aggregate exceed $1,000,000.

“Company Option” means, as of any determination time, each option to purchase SEE ID Common Stock that is outstanding and unexercised immediately prior to the Effective Time, whether granted under a SEE ID equity plan or otherwise.

DGCL” means the Delaware General Corporation Law, as amended.

DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

Effective Time” means 12:01a.m. on the Closing Date or at such other date and/or time as may be agreed in writing by SEE ID and SUAC and specified in each of the SUAC Certificate of Merger and the SEE ID Articles of Merger.

Equity Incentive Plan” means the CID HoldCo, Inc. 2024 Equity Incentive Plan.

Equity Incentive Plan Proposal” means the proposal to be considered at the Special Meeting to approve the Equity Incentive Plan.

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Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

Exchange Ratio” means the quotient (for clarity, expressed as a ratio) of (a) the SEE ID Merger Consideration Value divided by (b) the SEE ID Fully Diluted Common Stock.

Existing SUAC Bylaws” means the bylaws of SUAC.

Existing SUAC Charter” means the amended and restated certificate of incorporation of SUAC, dated as of November 19, 2021, as amended, modified and supplemented from time to time.

Founder Shares” means the 10,450,000 shares of SUAC Class B Common Stock purchased by the Sponsor prior to the IPO, and any shares of SUAC Class A Common Stock issued upon the exchange of such shares of SUAC Class B Common Stock.

GAAP” means U.S. generally accepted accounting principles.

Governmental Authority” means any federal, state, provincial, municipal, local, or foreign government, governmental authority, non-governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, or tribunal.

Holdingsmeans CID HoldCo, Inc., a Delaware corporation which, prior to Closing, will be a wholly-owned subsidiary of SUAC.

Holdings Board” means the board of directors of Holdings.

Holdings Common Stock” means the shares of common stock of Holdings, par value $0.0001 per share.

Holdings Parties” means, collectively, Holdings and the Merger Subs.

Holdings Private Placement Warrants” are the warrants for Holdings Common Stock (which shall be in the identical form of SUAC Private Placement Warrants).

Holdings Public Warrant” means the warrants for Holdings Common Stock (which shall be in the identical form of redeemable SUAC Public Warrants which were sold as part of the IPO, but in the name of Holdings).

Holdings Warrants” means the Holdings Public Warrants and the Holdings Private Placement Warrants.

Initial Stockholders” means the Sponsor and the officers and directors of SUAC who hold Founder Shares.

Intended Tax Treatment” means that the parties to the Business Combination Agreement intend that the Mergers shall together qualify as an exchange described in Section 351(a) of the Code.

IPO” means the initial public offering of SUAC Units, SUAC Class A Common Stock and SUAC Warrants pursuant to a registration statement on Form S-1 declared effective by the SEC on November 17, 2021

Mergers” shall mean (i) the merger of SUAC Merger Sub into SUAC with SUAC continuing as the surviving entity and (ii) the merger of SEI Merger Sub with an into SEE ID, with SEE ID continuing as the surviving entity.

Minimum Proceeds” means cash and cash equivalents in an aggregate amount of not less than $6,000,000 including the cash available to SUAC from the Trust Account (after any redemptions by the SUAC Stockholders and the payment of the any Trust Account expenses, and the proceeds from the PIPE Financing, after deducting all Outstanding SUAC Expenses, all Outstanding SEE ID Expenses, and all Company Change of Control Payments.

Nasdaq” means the Nasdaq Capital Market stock exchange.

Nasdaq Listing Condition” refers to that certain condition under the Business Combination Agreement that requires the listing on Nasdaq of the Holdings Common Stock and Holdings Public Warrants.

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Nasdaq Proposal” means to consider and vote on a proposal to approve, for purposes of complying with the Nasdaq Capital Market rules, the issuance of shares of Holdings Common Stock pursuant to the Business Combination Agreement in connection with the Business Combination.

National Exchange” means NYSE, NASDAQ, or NYSE American.

Nevada Act” means Chapter 78 and Chapter 92A of the Nevada Revised Statutes.

Outstanding SEE ID Expenses” means all of the following fees and expenses incurred by or on behalf of SEE ID in connection with the preparation, negotiation and execution of the Business Combination Agreement and the consummation of the transactions contemplated hereby, to the extent such fees and expenses are incurred at or prior to Closing and expected to remain unpaid as of the close of business on the business day immediately preceding the Closing Date: (i) the fees and disbursements of outside counsel to SEE ID incurred in connection with the Transactions and (ii) the fees and expenses of any other agents, advisors, consultants, experts, financial advisors and other service providers engaged by SEE ID in connection with the Transactions, which may not exceed in the aggregate $2,000,000.

Outstanding SUAC Expenses” means all fees, expenses and disbursements incurred by or on behalf of SUAC, Holdings or the Merger Subs for outside counsel, agents, advisors, consultants, experts, brokers, financial advisors and other service providers engaged by or on behalf of SUAC, Holdings or the Merger Subs in connection with the Transactions (including the PIPE Financing), SUAC’s initial public offering, or otherwise in connection with SUAC’s operations and that remain unpaid (together with written invoices and wire transfer instructions for the payment thereof), which may not exceed in the aggregate $5,000,000.

Outstanding Transaction Expenses” means all Outstanding SEE ID Expenses and all Outstanding SUAC Expenses.

Per Share Price” means $10.00.

Private Placement Warrants Purchase Agreement” means certain warrant agreement dated November 16, 2021, by and between SUAC and the Sponsor.

Proposed Holdings Bylaws” means the amended and restated bylaws of Holdings to take effect upon the Closing, a form of which is attached hereto as Annex C.

Proposed Holdings Charter” means the amended and restated certificate of incorporation of Holdings which, if approved, would take effect upon the Closing, a form of which is attached hereto as Annex B.

Public Shares” means the shares of SUAC’s Class A Common Stock sold as part of SUAC units issued in the IPO (whether they were purchased in the IPO or thereafter in the open market).

Public Stockholders” means the holders of Public Shares.

Record Date” means January 3, 2025.

Redemption” means the redemption of Public Shares for the Redemption Price.

Registration Rights and Lock-Up Agreement” means the Registration Rights and Lock-Up Agreement to be entered into between Holdings, the Sponsor, and certain other holders of Holdings Common Stock, upon the completion of the Business Combination.

SEC” means the United States Securities and Exchange Commission.

Securities Act” means the Securities Act of 1933, as amended.

SEE ID” means SEE ID, Inc., a Nevada corporation, and its subsidiaries.

SEE ID Articles of Merger” means an articles of merger in such form as is required by law, and executed in accordance with, the relevant provisions of the Nevada Act and mutually agreed by the Company and SEI Merger Sub.

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SEE ID Fully Diluted Common Stock” means, without duplication, the sum of (a) the aggregate number of shares of SEE ID Shares that are issued and outstanding as of immediately prior to the Effective Time, (and, for the avoidance of doubt, following the Company Convertible Instruments Conversion (as defined in the Business Combination Agreement)) plus (b) aggregate number of shares of SEE ID Shares issuable upon the full exercise, exchange or conversion of Company Options (as defined in the Business Combination Agreement) that are outstanding as of immediately prior to the Effective Time.

SEE ID Merger Consideration” means a number of shares of Holdings Common Stock equal to (for clarity, expressed as a number and not a dollar amount) the (a) quotient of (i) the Aggregate Merger Consideration Value divided by (ii) $10.00.

SEE ID Shares” means common stock of SEE ID.

SEE ID Stockholders” means any person holding SEE ID Shares.

SEI Merger Sub” means SEI Merger Sub, Inc., a Delaware corporation.

ShoulderUp Merger Sub” means ShoulderUp Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdings.

Sponsor” means ShoulderUp Technology Sponsor LLC, a Delaware limited liability company.

Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of March 18, 2024, by and between SUAC, SEE ID and the Initial Stockholders.

SUAC Board” means the board of directors of SUAC.

SUAC Certificate of Merger” means a certificate of merger in form and substance reasonably acceptable to SUAC and SEE ID to be filed the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL to effect the ShoulderUp Merger.

SUAC Class A Common Stock” means the shares of Class A common stock of SUAC, par value $0.0001 per share.

SUAC Class B Common Stock” means the shares of Class B common stock of SUAC, par value $0.0001 per share.

SUAC Common Stock” means the shares of SUAC Class A Common Stock and SUAC Class B Common Stock.

SUAC Private Placement Warrants” means a whole warrant entitling the holder to purchase one-half share of SUAC Class A Common Stock for $11.50 per whole share on the terms and subject to the conditions set forth in the SUAC Warrant Agreement and the Private Placement Warrants Purchase Agreement.

SUAC Public Warrants” means a whole warrant entitling the holder to purchase one-half share of SUAC Class A Common Stock for $11.50 per whole share on the terms and subject to the conditions set forth in the SUAC Warrant Agreement.

SUAC Shares” means, collectively, the shares of SUAC Class A Common Stock and SUAC Class B Common Stock.

SUAC Stockholders” means any person holding SUAC Shares.

SUAC Units” means a unit consisting of one share of SUAC Class A Common Stock and three-fourths of one SUAC Public Warrant.

SUAC Warrant” means, collectively, SUAC Public Warrants and SUAC Private Placement Warrants.

SUAC Warrant Agreement” means that certain warrant agreement dated November 16, 2021, by and between SUAC and Continental Stock Transfer & Trust Company, as warrant agent.

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Subsidiary” means, with respect to a person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors, executive committee or others performing similar functions with respect to such corporation or other organization or any organization of which such person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.

Tax Return” means any return, report, statement, refund, claim, declaration, information return, statement, estimate, or other document filed or required to be filed with respect to taxes, including any schedule or attachment thereto and including any amendments thereof.

Transactions” means the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements.

Transfer Agent” means Continental Stock Transfer & Trust Company.

Trust Account” means the trust account established by SUAC pursuant to the Trust Agreement with J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee, in which all of the proceeds of the IPO and part of the proceeds of the Private Placement was placed.

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TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/prospectus may be considered forward-looking statements. Forward-looking statements generally relate to future events or SUAC’s or SEE ID’s future financial or operating performance. For example, projections of future Adjusted EBITDA and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

        SUAC’s ability to complete the Business Combination, or, if SUAC does not consummate the Business Combination, any other initial business combination;

        the benefits of the Business Combination;

        the future financial performance of Holdings following the Business Combination;

        expansion plans and opportunities; and

        SUAC’s potential ability to obtain financing to complete the Business Combination.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by SUAC and its management, and Holdings and its management, as the case may be, are inherently uncertain. There can be no assurance that future developments affecting SUAC and SEE ID will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the items in the following list, which summarizes some of the principal risks relating to the Business Combination and SUAC’s and Holdings’ businesses:

        the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements governing the Business Combination;

        the outcome of any legal proceedings that may be instituted against SUAC, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto;

        the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of SUAC, to obtain financing to complete the Business Combination or to satisfy other conditions to Closing;

        changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

        the ability to meet stock exchange listing standards following the consummation of the Business Combination;

        the risk that the Business Combination disrupts current plans and operations of SEE ID as a result of the announcement and consummation of the Business Combination;

        the ability of Holdings to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;

        costs related to the Business Combination;

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        changes in applicable laws or regulations;

        the possibility that SEE ID or the combined company may be adversely affected by other economic, business, or competitive factors;

        Holdings’ estimates of expenses and profitability;

        ability to raise financing in the future;

        success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination;

        Holdings’ public securities’ potential liquidity and trading;

        the requirements of being a public company, including compliance with the SEC’s requirements regarding internal controls over financial reporting, may strain Holdings’ resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the Business Combination may be greater than anticipated;

        litigation and the ability to adequately protect SEE ID’s intellectual property rights; and

        other factors relating to the business, operations and financial performance of SEE ID detailed under the section entitled “Risk Factors” herein.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Before a stockholder grants its proxy or instructs how its votes should be cast or vote on the proposals set forth in this proxy statement/prospectus, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect SUAC or Holdings.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a stockholder of SUAC, may have regarding the Proposals being considered at the Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Special Meeting. Additional important information is also contained in the annexes to this proxy statement/prospectus.

Q:     What is the purpose of this document?

A:     SUAC, Holdings, ShoulderUp Merger Sub, SEI Merger Sub and SEE ID have agreed to the Business Combination under the terms of the Business Combination Agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated into this proxy statement/prospectus by reference. The Board is soliciting your proxy to vote for the Business Combination and other Proposals at the Special Meeting because you owned SUAC Common Stock at the close of business on January 3, 2025, the “Record Date” for the Special Meeting, and are therefore entitled to vote at the Special Meeting.

         This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote.

Q:     What is being voted on?

A:     Below are the proposals that the SUAC stockholders are being asked to vote on:

        Proposal No. 1 — The Business Combination Proposal to approve the Business Combination Agreement and the Business Combination.

        Proposal No. 2 — The Organizational Document Proposal to approve the Proposed Holdings Charter.

        Proposal Nos. 3(A)-(C) — The Advisory Charter Proposal to approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed Holdings Charter.

        Proposal No. 4 — The Nasdaq Proposal approve the issuance of shares of Holdings Common Stock in connection with the Business Combination.

        Proposal No. 5 — The NTA Proposal to approve the NTA Amendments to the Existing SUAC Charter.

        Proposal No. 6 — The Equity Incentive Plan Proposal to approve the CID HoldCo, Inc. 2024 Equity Incentive Plan.

        Proposal No. 7 — The Adjournment Proposal to approve the adjournment of the Special Meeting in certain circumstances.

Q:     What vote is required to approve the Proposals?

A:     Proposal No. 1 — The Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding shares of SUAC Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 1. The approval of the Business Combination Proposal requires the affirmative vote (in person online or by proxy) of the majority of the issued and outstanding shares of SUAC Common Stock, and we have been informed by our Sponsor, directors, and executive officers and/or their affiliates who are holders of approximately 95.87% of the outstanding shares of common stock that they intend to vote in favor of the Business Combination Proposal. Accordingly, the approval of the Business Combination Proposal will not require the affirmative vote of any of the then outstanding public shares of common stock entitled to vote thereon at the Special Meeting.

         Proposal No. 2 — The Organizational Document Proposal requires the affirmative vote of the majority of the issued and outstanding shares of SUAC Common Stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 2.

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Proposal No. 3 — The Advisory Charter Proposal requires the affirmative vote of the majority of the issued and outstanding shares of SUAC Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. An abstention will have the effect of a vote “AGAINST” Proposal 3. Broker non-votes will have no effect on the vote for Proposal 3.

Proposal No. 4 — The Nasdaq Proposal requires the affirmative vote of the majority of the issued and outstanding shares of SUAC Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. An abstention will have the effect of a vote “AGAINST” Proposal 4. Broker non-votes will have no effect on the vote for Proposal 4.

Proposal No. 5 — The NTA Proposal requires the affirmative vote of 65% of the issued and outstanding shares of SUAC Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 5. Notwithstanding the approval of the NTA Proposal, if the Conditions Precedent Proposals are not approved, the actions contemplated by the NTA Proposal will not be implemented.

Proposal No. 6 — The Equity Incentive Plan Proposal requires the affirmative vote of the majority of the issued and outstanding shares of SUAC Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. An abstention will have the effect of a vote “AGAINST” Proposal 6. Broker non-votes will have no effect on the vote for Proposal 6.

Proposal No. 7 — The Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of SUAC Common Stock present in person by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal 7. Broker-non votes have no effect on the vote for Proposal 7.

Q:     Why is SUAC proposing the NTA Proposal?

A:     In the judgment of the SUAC Board, the adoption of the proposed amendments to the Existing SUAC Charter prior to the Business Combination may be necessary to facilitate the Business Combination. The Existing SUAC Charter limits SUACs ability to consummate a Business Combination, or to redeem SUAC Class A Common Stock in connection with a Business Combination, if it would cause SUAC to have less than $5,000,001 in net tangible assets. The purpose of such limitation is to ensure that the SUAC Class A Common Stock are not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the SUAC Class A Common Stock will be exchanged for Holdings Common Stock in connection with the consummation of the Business Combination and Holdings Common Stock, if listed, would not be deemed to be a “penny stock” since it would be listed on Nasdaq, the SUAC Board believes the $5,000,001 net tangible assets requirement in the Existing SUAC Charter is not required to ensure that the SUAC Class A Common Stock and the Holdings Class A Common Stock, if listed, would not be “penny stock.” SUAC is presenting the NTA Proposal to facilitate the consummation of the Business Combination. If the NTA Proposal is not approved and there are significant requests for redemption such that SUACs net tangible assets would be less than $5,000,001 upon the consummation of the Business Combination, SUAC would be unable to consummate the Business Combination even if all other conditions to Closing are met.

         Even if the NTA Proposal and the Condition Precedent Proposals are approved, the Nasdaq Listing Condition may not be satisfied, and we would be unable to consummate the Business Combination without a waiver of the Nasdaq Listing Condition by the parties to the Business Combination Agreement. If SUAC is unable to meet the Nasdaq Listing Condition, the Nasdaq Listing Condition is waived and the Business Combination is consummated but Holdings is not listed on Nasdaq or any other national securities exchange, Holdings may become subject to the “penny stock” rules, which would make it more difficult to trade Holdings Common Stock. For more information, see the sections entitled “Proposal No. 5: The NTA Proposal — Reasons for the Amendments” and “Risk Factors — Risks Related to the Business Combination — SUAC cannot assure you that the Nasdaq Listing Condition will be satisfied or that Holdings will be able to comply with the continued listing standards of Nasdaq if it is listed. If the Nasdaq Listing Condition is not satisfied, SUAC would be unable to consummate the Business Combination without a waiver of the Nasdaq Listing Condition” and “— If not listed on the Nasdaq or other national securities exchange, the shares of Holdings Common Stock may become subject to the “penny stock” rules, and it would become more difficult to trade Holdings’ shares.

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Q:     Are any of the proposals conditioned on one another?

A:     The Organizational Document Proposal (Proposal No. 2) is conditioned upon the approval of Business Combination Proposal (Proposal No. 1). The adoption of Proposal Nos. 4, 5 and 6 are dependent upon the approval of all of the Conditions Precedent Proposals. Therefore, if Conditions Precedent Proposals are not approved, then none of the Nasdaq Proposal, NTA Proposal and Equity Incentive Plan Proposal will have any effect, even if approved by SUAC stockholders. Proposal Nos. 3 and 7 are not conditioned or dependent upon the approval of any other Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, SUAC will not consummate the Business Combination. If SUAC does not consummate the Business Combination and fails to complete an initial business combination by January 24, 2025, SUAC will be required to dissolve and liquidate, unless SUAC seeks stockholder approval to amend the Existing SUAC Charter to extend the date by which the Business Combination may be consummated. If SUAC does seek stockholder approval to amend the Existing SUAC Charter to extend the date by which the Business Combination may be consummated, SUAC stockholders may elect to redeem their shares in connection with such proposal.

Q:     How will the Initial Stockholders vote?

A:     On March 18, 2024, in connection with the execution of the Business Combination Agreement, Sponsor entered into a sponsor support agreement (the “Sponsor Support Agreement”) with SUAC, SEE ID, and the SUAC directors pursuant to which each such director and Sponsor agreed to vote in favor of the approval and adoption of the Business Combination and vote against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely effect the Business Combination set forth in the Business Combination Agreement.

Q:     How many votes do I and others have?

A:     You are entitled to one vote for each share of SUAC Common Stock that you held as of the Record Date. As of the close of business on the Record Date, there were 12,308,829 shares of SUAC Common Stock outstanding and entitled to vote.

Q:     What is the consideration being paid to SEE ID Stockholders?

A:     Under the Business Combination Agreement, the consideration for the Business Combination being paid to the SEE ID Stockholders is equal to a number of shares of Holdings Common Stock equal to (for clarity, expressed as a number and not a dollar amount) the (a) quotient of (i) the SEE ID Merger Consideration Value divided by (ii) $10.00.

Q:     Do any of SUAC’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     In considering the recommendation of the Board to approve the Business Combination Agreement, SUAC stockholders should be aware that certain SUAC executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of SUAC stockholders generally.

         These interests, which may create actual or potential conflicts of interest, include (i) the limited amount of time in which SUAC has to complete an initial business combination, (ii) the SUAC Private Placement Units and Founder Shares, which are currently worth approximately 127,440,000 (based upon the closing price of Public Shares of $10.80 on December 17, 2024) but will become worthless if SUAC does not consummate a business combination, (iii) the Initial Stockholders may experience a positive rate of return on their investment, even if our public stockholders experience a negative rate of return on their investment, (iv) Sponsor and SUAC’s officers and directors and their affiliates not being entitled to reimbursement for fees due and out-of-pocket expenses from the Trust Account if SUAC does not consummate a business combination, (v) Sponsor has made certain loans to SUAC in the amount of $275,000, including loans relating SUAC’s extension, that may not be repaid and would be forgiven (except to the extent there are funds available to SUAC outside of the Trust Account) if a business combination is not consummated, (vi) the Business Combination Agreement provides for the continued indemnification of SUAC’s current directors and officers and the continuation of directors and officers liability insurance post-Business Combination, and (vii) the ability of SUAC’s directors and officers to change or waive terms of the Business Combination.

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         These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the sections entitled “Interests of Certain Persons in the Business Combination” and “Certain Relationships and Related Person Transactions of SUAC” beginning on pages 117.

Q:     How do I attend the Special Meeting?

A:     As a registered shareholder, you received either a Notice and Access instruction form or Proxy Card from Continental Stock Transfer. Both forms contain instructions on how to attend the virtual special meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer by telephone at 917-262-2373, or by email proxy@continentalstock.com.

         You can pre-register to attend the virtual meeting starting February 3, 2025 (three business days prior to the meeting date). Go to the URL address in your browser https://www.cstproxy.com/shoulderupacquisition/2025, enter your control number, name and email address.

         Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number.

         Beneficial holders will need to contact Continental Stock Transfer to receive a control number. If you plan to vote at the meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental will issue you a guest control number. Either way you must contact Continental for specific instructions on how to receive the control number. Continental Stock Transfer can be contacted at the number or email address above. Please allow up to 48 hours prior to the meeting for processing your control number.

         If you do not have access to Internet, you can listen only to the meeting by dialing 1 800-450-7155 (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 9150904#. Please note that you will not be able to vote or ask questions at the Stockholder Meeting if you choose to participate telephonically.

Q:     Who may vote at the Special Meeting?

A:     Only holders of record of SUAC Common Stock as of the close of business on January 3, 2025 may vote at the Special Meeting. As of the Record Date, there was one holder of record of SUAC Common Stock. Please see “SUAC Special Meeting of the Stockholders — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Special Meeting?

A:     Stockholders representing a majority of the shares of SUAC Common Stock issued and outstanding as of the Record Date and entitled to vote at the Special Meeting must be present by virtual attendance or represented by proxy in order to hold the Special Meeting and conduct business. This is called a quorum. Shares of our SUAC Common Stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present by virtual attendance and entitled to vote at the Special Meeting or (ii) has properly submitted a proxy card or voting instructions through a broker, bank, or custodian. In the absence of a quorum, stockholders representing a majority of the votes present or represented by proxy at the Special Meeting may adjourn the meeting until a quorum is present.

Q:     Am I required to vote against the Business Combination Proposal in order to have my Public Shares redeemed?

A:     No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that SUAC redeem your Public Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These rights to demand redemption of Public Shares for cash are sometimes referred to herein as “redemption rights”. If the Business Combination is not completed, holders of Public Shares electing to exercise their redemption rights will not be entitled to receive such payments and their shares of SUAC Class A Common Stock will be returned to them.

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Q:     How do I exercise my redemption rights?

A:     If you are a Public Stockholder desiring to exercise your redemption rights in respect of your Public Shares, you must complete the following steps no later than 5:00 p.m., Eastern time, two business days before the Special Meeting: (i) demand that SUAC redeem your shares into cash; (ii) submit your request in writing to Continental, at the address listed at the end of this section; and (iii) deliver your shares to Continental physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System.

         Any corrected or changed written demand of redemption rights must be received by Continental two business days before the Special Meeting. No demand for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental at least two business days before the Special Meeting.

         SUAC stockholders may seek to have their Public Shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of SUAC Common Stock as of the Record Date.

         The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by the number of shares of SUAC Class A Common Stock then outstanding. Please see the section entitled “SUAC Special Meeting of the Stockholders — Redemption Rights” for the procedures to be followed if you wish to exercise your right to have your Public Shares redeemed for cash.

Q:     What will be the relative equity stakes of SUAC Shareholders, the Sponsor, existing shareholders in SEE ID and any potential PIPE investors upon completion of the Business Combination?

A:     Upon consummation of the Business Combination, Holdings will become a new public company and SUAC will become a wholly-owned subsidiary of Holdings. The former shareholders of SUAC and the former stockholders of SEE ID will become security holders of Holdings.

         The following summarizes the pro forma Holdings Common Stock outstanding under the two redemption scenarios below:

(shares in thousands)

 

Assuming Minimum
Redemptions

 

Assuming Maximum
Redemptions

Shares

 

%

 

Shares

 

%

SEE ID Merger Shares

 

13,000,000

 

 

54.93

%

 

13,000,000

 

56.14

%

SUAC Public Shares

 

508,829

(1)

 

2.15

%

 

 

0.00

%

SUAC Founder and Private Shares

 

10,157,334

(2)

 

42.92

%

 

10,157,334

 

43.86

%

Total SUAC Shares

 

10,666,163

 

 

45.07

%

 

10,157,334

 

43.86

%

PIPE Investors

 

 

 

0.00

%

 

 

0.00

%

Pro Forma Holdings Common Stock

 

23,666,163

 

 

100.00

%

 

23,157,334

 

100.00

%

____________

(1)      In connection with the extension amendment proposal approved at the Special Meetings on May 17, 2024, November 19, 2024, and December 30, 2024, holders of 1,125,154, 349,505 and 1,080 shares of the Company’s common stock, respectively, properly exercised their right to redeem their shares. Following such redemptions, 508,829 shares of common stock remained issued and outstanding.

(2)      At Closing, (a) 1,350,000 private placement shares will be 100% vested, (b) the sponsor will transfer 1,000,000 founder shares to certain of the Company’s stockholders at Closing pursuant to non-redemption agreements that were executed in connection with the Company’s extension that was approved at a special meeting of the Company’s stockholders held on April 20, 2023 that extended the SPAC’s termination date to November 19, 2023, all of which will be 100% vested, (c) the Sponsor will transfer 376,000 founder shares to certain of the Company’s stockholders at Closing pursuant to non-redemption agreements that were executed in connection with the Company’s extension of its termination date to May 19, 2024, all of which will be 100% vested, (d) the Sponsor will transfer 266,666 founder shares to certain of the Company’s stockholders at Closing pursuant to non-redemption agreements that were executed in connection with the Company’s extension of its termination date to November 19, 2024, all of which will be 100% vested, (e) 3,150,000 of the founder shares will be 100% vested and remain held by the sponsor, and (f) 2,650,000 founder shares will be subject to vesting post-closing.

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Q:     How can I vote?

A:     If you are a stockholder of record, you may vote online at the virtual Special Meeting or vote by proxy using the enclosed proxy card or the Internet. Whether or not you plan to participate in the Special Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual Meeting and vote online, if you choose.

         To vote online at the virtual Special Meeting, follow the instructions above under “How do I attend the Special Meeting?”

         To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Special Meeting, we will vote your shares as you direct. To vote via the Internet, please go to https://www.cstproxy.com/shoulderupacquisition/2025, and follow the instructions. Please have your proxy card handy when you go to the website. Easy-to-follow prompts will allow you to confirm that your instructions have been properly recorded.

         Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on February 5, 2025. After that, Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Special Meeting or attend the virtual Special Meeting to vote your shares online.

         If your shares are registered in the name of your broker, bank, or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

         If you are the “beneficial owner” of SUAC Common Stock and you plan to vote those shares at the virtual Special Meeting, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of SUAC Common Stock you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the Special Meeting for processing your control number.

         After obtaining a valid legal proxy from your broker, bank, or other agent, to then register to attend the Special Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental. Requests for registration should be directed to 917-262-2373 or email proxy@continentalstock.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on February 4, 2025.

         You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Special Meeting prior to the start time leaving ample time for the check in.

Q:     Who can help answer any other questions I might have about the virtual Special Meeting?

         If you have any questions concerning the virtual Special Meeting or need help voting your shares of SUAC Common Stock, please contact:

ShoulderUp Technology Acquisition Corp.
125 Townpark Drive, Suite 300
Kennesaw, Georgia 30144
Attn: Phyllis Newhouse
Telephone: (650) 276-7040

         The Notice of Special Meeting, Proxy Statement and form of Proxy Card are available at: https://www.cstproxy.com/shoulderupacquisition/2025.

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Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner.

         Each of the Proposals to be presented at the Special Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals. A broker non-vote would have no effect on the approval of the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Charter Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal as such shares are not “entitled to vote” regarding such matters.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     SUAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Special Meeting. For purposes of approval, an abstention on any Proposal will have the same effect as a vote “AGAINST” such Proposal.

Q:     If I have not yet submitted a proxy, may I still do so?

A:     Yes. If you have not yet submitted a proxy, you may do so by (a) visiting https://www.cstproxy.com/shoulderupacquisition/2025 and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free 1 877-770-3647 in the U.S. and Canada or: +1 312-780-0854 (standard rates apply) from foreign countries from any touch-tone phone and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the virtual Special Meeting in person and casting your vote or by voting again by the Internet voting options described below, or by submitting a written revocation stating that you would like to revoke your proxy that the proxy solicitor receives no later than two business days prior to the Special Meeting. If you hold your shares of SUAC Common Stock through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

ShoulderUp Technology Acquisition Corp.
125 Townpark Drive, Suite 300
Kennesaw, Georgia 30144
Attn: Phyllis Newhouse
Telephone: (650) 276-7040

         Unless revoked, a proxy will be voted at the virtual Special Meeting in accordance with the stockholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

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Q:     What will happen if I return my proxy card without indicating how to vote?

A:     If you sign and return your proxy card without indicating how to vote on any particular Proposal, the shares of SUAC Common Stock represented by your proxy will be voted FOR each of the Proposals. Proxy cards that are returned without a signature will not be counted as present at the Special Meeting and cannot be voted.

Q:     Should I send in my share certificates now to have my shares of SUAC Class A Common Stock redeemed?

A:     SUAC stockholders who intend to have their Public Shares redeemed should send their certificates to Continental at least two business days before the Special Meeting. Please see “SUAC Special Meeting of the Stockholders — Redemption Rights” for the procedures to be followed if you wish to exercise your right to have your Public Shares redeemed for cash.

Q:     Who will solicit the proxies and pay the cost of soliciting proxies for the Special Meeting?

A:     SUAC will pay the cost of soliciting proxies for the Special Meeting. SUAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of SUAC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the SUAC Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     What happens if I sell my shares before the Special Meeting?

A:     The Record Date for the Special Meeting is earlier than the date of the Special Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your shares of SUAC Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Special Meeting, but will transfer ownership of the shares and will not hold an interest in SUAC after the Business Combination is consummated.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite regulatory and stockholder approvals are received, SUAC expects that the Business Combination will occur as soon as possible following the Special Meeting and all conditions specified in the Business Combination Agreement are satisfied or waived.

Q:     Are SEE ID Stockholders required to approve the Business Combination?

A:     Yes. The approval of at least a majority of the holders of outstanding SEE ID Shares will be required to consummate the Business Combination.

Q:     Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A:     Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Business Combination Agreement, that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 18 of this proxy statement/prospectus.

Q:     May I seek statutory appraisal rights or dissenter rights with respect to my shares?

A:     No. Appraisal rights are not available to holders of shares of SUAC Common Stock in connection with the proposed Business Combination. For additional information, see the section entitled “SUAC Special Meeting of the Stockholders — Appraisal Rights.”

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Q:     What happens if the Business Combination is not consummated?

A:     If SUAC does not consummate the Business Combination by January 24, 2025 (unless such date has been extended as described herein) then pursuant to Article VI of the Existing SUAC Charter, SUAC’s officers must take all actions necessary in accordance with the Delaware General Corporation Law to dissolve and liquidate SUAC as soon as reasonably practicable. Following dissolution, SUAC will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro-rata to holders of shares of SUAC Class A Common Stock who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each share of SUAC Class A Common Stock would be paid at liquidation would be approximately $10.99 per share based on amounts on deposit in the Trust Account as of January 10, 2025.

Q:     What happens to the funds deposited in the Trust Account following the Business Combination?

A:     Following the closing of the Business Combination, holders of Public Shares exercising their redemption rights will receive their per share redemption price out of the funds in the Trust Account. As of January 10, 2025, there was approximately $5,590,641 in the Trust Account. SUAC estimates that investors validly exercising their redemption rights in connection with the Business Combination will receive approximately $10.99 per share. The balance of the funds will be released to SEE ID to fund working capital needs of the Combined Company.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     A U.S. Holder (as defined in “Certain United States Federal Income Tax Considerations” below) of SUAC Common Stock that exercises its redemption rights may be treated as selling SUAC Common Stock, resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the number of SUAC Common Stock shares that a U.S. Holder owns or is deemed to own (including through the ownership of SUAC Warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the section entitled “Certain United States Federal Income Tax Considerations — U.S. Holders — Redemption of Shares of SUAC Common Stock.”

         We strongly urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:     What are the U.S. federal income tax consequences of the Business Combination to holders of SUAC Common Stock and SUAC Warrants?

A:     As discussed in more detail below under “Certain United States Federal Income Tax Considerations,” the ShoulderUp Merger, taken together with the SEE ID Merger, is intended to qualify as a tax-deferred exchange for U.S. federal income tax purposes under Section 351 of the Code.

         If the ShoulderUp Merger qualifies as a tax-deferred exchange under Section 351 of the Code, then the exchange of SUAC Warrants for Holdings Warrants in the ShoulderUp Merger would not qualify for tax-deferred treatment and would be taxable as further described in the section entitled “Certain United States Federal Income Tax Considerations — U.S. Holders  The Receipt of Holdings Warrants in the ShoulderUp Merger.”

         The parties intend to report the ShoulderUp Merger, taken together with the SEE ID Merger, as a tax-deferred exchange under Section 351 of the Code to the extent the applicable requirements are satisfied. However, any change that is made after the date hereof in any of the foregoing bases for the intended tax treatment, including any inaccuracy of the facts or assumptions upon which such expectations were based, could adversely affect the intended tax treatment.

         You are strongly urged to consult your tax advisor to determine the particular U.S. federal, state, local or foreign income or other tax consequences of the Business Combination (including the ShoulderUp Merger) to you.

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Q:     Who will manage the Combined Company after the Business Combination?

A:     As a condition to the closing of the Business Combination, all of the officers and directors of SUAC will resign, subject to certain closing conditions. For information on the anticipated management of the Combined Company, see the section entitled “Management of Holdings Following the Business Combination — Executive Officers and Directors After the Business Combination” in this proxy statement/prospectus.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact:

ShoulderUp Technology Acquisition Corp.
125 Townpark Drive, Suite 300
Kennesaw, Georgia 30144
Attn: Phyllis Newhouse
Telephone: (650) 276-7040

         You may also obtain additional information about SUAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This section summarizes information related to the Business Combination and other Proposals to be voted on at the Special Meeting. These items are described in greater detail elsewhere in this proxy statement/prospectus. You should carefully read this entire proxy statement/prospectus and the other documents to which it refers you.

Parties to the Business Combination

ShoulderUp Technology Acquisition Corp.

ShoulderUp Technology Acquisition Corp., or SUAC, is a blank check company incorporated in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Although SUAC is not limited to a particular industry or geographic region for purposes of consummating an initial business combination, SUAC focused its search on businesses that have their primary operations in the technology services industry. SUAC must complete its initial business combination within thirty-six (36) months from the closing of the IPO.SUAC Units, SUAC Class A Common Stock, and SUAC Public Warrants trade on the “pink sheets” by OTC Markets Group Inc. under the symbols “SUACU,” “SUAC” and “SUACW,” respectively. At the Closing, the outstanding shares of SUAC Common Stock will be exchanged for shares of Holdings Common Stock. The mailing address of SUAC’s principal executive office is 125 Townpark Drive, Suite 300, Kennesaw, Georgia 30144, and its telephone number is (970) 924-0446.

SEE ID, Inc.

SEE ID, Inc., a Nevada corporation, helps businesses digitally transform their operations using IoT and AI technology. With significant innovations in RF networking, use of vision system overlays and a cloud-based AI engine, the company offers a differentiated asset tracking and workflow management solution for operations intensive enterprises. SEE ID’s goal is to provide increased safety, assurance and efficiency across enterprise processes. The mailing address of SEE ID’s principal executive office is 7500 Old Georgetown Road, Suite 901 Bethesda, Maryland 20814, and its telephone number is (302) 332-4122.

CID HoldCo, Inc.

CID HoldCo, Inc., or Holdings, is a Delaware corporation that was incorporated on February 27, 2024 to facilitate the Business Combination. To date, Holdings has not conducted any material activities other than those incident to its formation. Other than 1,000 shares of Holdings Common Stock held by SUAC, there are no shares of Holdings Common Stock or Holdings Warrants currently outstanding.

Holdings is applying to have Holdings Common Stock and Holdings Warrants listed on the Nasdaq under the symbols DAIC and DAIC.W, respectively. The mailing address of Holdings’ principal executive office is 7500 Old Georgetown Road, Suite 901 Bethesda, Maryland 20814, and its telephone number is (302) 332-4122.

SUAC Special Meeting

A Special Meeting of stockholders of SUAC will be held at 10:00 a.m., Eastern standard time, February 6, 2025. We will hold the Special Meeting virtually. You can participate in the virtual Special Meeting as described under “SUAC Special Meeting of the Stockholders — How to Attend the Special Meeting.” The Special Meeting is being held to consider and vote upon and approve the Business Combination Proposal, the Organizational Document Proposal, the Advisory Charter Proposal, the Nasdaq Proposal, the NTA Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal.

Merger Subsidiaries

Each of Holdings and the Merger Subs are newly formed entities that were formed for the sole purpose of entering into and consummating the transactions set forth in the Business Combination Agreement. Holdings is a wholly-owned direct subsidiary of SUAC and both the Merger Subs are wholly-owned direct subsidiaries of Holdings.

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Terms of the Business Combination Agreement (page 97)

The Business Combination will be structured as a “double dummy” transaction, pursuant to which:

(a)     At Closing, each of the following transactions will occur in the following order: (i) Holdings will complete the ShoulderUp Merger, with SUAC surviving the ShoulderUp Merger as a wholly-owned subsidiary of Holdings (the “ShoulderUp Surviving Company”); and (ii) simultaneously with the ShoulderUp Merger, Holdings will complete the SEE ID Merger with SEE ID surviving the SEE ID Merger as a wholly-owned subsidiary of Holdings (the “Surviving Company”).

Consideration Received under the Business Combination Agreement

        SUAC Stockholders will have the right to receive in connection with the SUAC Merger, (i) one share of Holdings Common Stock in exchange for each share of SUAC Common Stock outstanding immediately prior to the Effective Time, and (ii) one Holdings Warrant exercisable for shares of Holdings Common Stock in exchange for each SUAC Warrant outstanding immediately prior to the Effective Time (the “SUAC Merger Consideration”).

        Sponsor, as a SUAC stockholder, will have the right to receive 8,792,666 shares of Holdings Common Stock immediately after the Effective Time of the ShoulderUp Merger.

        SEE ID Stockholders will have the right to receive a number of shares of Holdings Common Stock equal to the Exchange Ratio for each SEE ID Share issued and outstanding immediately prior to the Effective Time. Based upon the estimates included in the Pro Forma Financial Statements included herein, the SEE ID Stockholders would receive approximately 13,000,000 million shares of Holdings Common Stock as SEE ID Merger Consideration.

For additional information regarding the consideration payable under the Business Combination Agreement, see the section in this proxy statement/prospectus entitled “Proposal No. 1: The Business Combination Proposal Consideration to be Received in the Business Combination.

Conditions to the Closing of the Business Combination Agreement

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others:

        SEE ID shall deliver to SUAC the written consent of the holders of at least a majority of outstanding shares of SEE ID Common Stock, in favor of the approval and adoption of the Business Combination Agreement and the Business Combination;

        Stockholder and board approval and adoption by the requisite affirmative vote from each of SUAC, Holdings and the Merger Subs of the “ShoulderUp Proposals” (as defined in the Business Combination Agreement);

        No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination, including the Mergers, illegal or otherwise prohibiting consummation of the Business Combination, including the Mergers Agreement);

        All required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act shall have expired or been terminated, and any pre-Closing approvals or clearances reasonably required thereunder shall have been obtained;

        No Material Adverse Effect shall have occurred between the date of execution of the Business Combination Agreement and the Closing Date;

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        The Registration Statement, of which this proxy statement/prospectus is a part, shall have been declared effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement shall have been initiated or be threatened by the SEC;

        The shares of Holdings Common Stock shall be listed on Nasdaq as of the Closing Date;

        Holdings shall be listed on, and in compliance by Holdings with requirements of, Nasdaq, and a supplemental listing shall have been filed with Nasdaq and effective as of the Closing Date, listing the shares constituting the SEE ID Merger Consideration;

        The delivery of officer’s certificates from each of SEE ID, SUAC, Holdings, and the Merger Subs, certifying as to the satisfaction of the certain closing conditions;

        A supplemental listing application shall have been filed with Nasdaq and effective as of the Closing Date listing the shares constituting the SEE ID Merger Consideration;

        The accuracy of the representations and warranties of SEE ID, SUAC, Holdings and the Merger Subs, as applicable, as of the date of the Business Combination Agreement and as of the Closing;

        Each of the SEE ID, SUAC, Holdings, and the Merger Subs, as applicable, shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement;

        SUAC shall have cash and cash equivalents in an aggregate amount of not less than $6,000,000 including the cash available to SUAC from the Trust Account (after any redemptions by the SUAC stockholders and the payment of any Trust Account expenses) and the proceeds from the PIPE Financing, after deducting all Outstanding SUAC Expenses, all Outstanding SEE ID Expenses, and all Company Change of Control Payments. As of the date of this proxy statement/prospectus, no PIPE Financing has been made and the proceeds from the PIPE Financing are not guaranteed;

        SUAC Liabilities (as defined as “ShoulderUp Liabilities” in the Business Combination Agreement) shall not exceed $250,000 as of the Effective Time;

        The SUAC Warrants shall have been amended to remove the ability of the holders of the SUAC Warrants to exercise on a cashless basis;

        The delivery of closing deliverables and documentation, including, but not limited to, the PCAOB Financial Statements, the Stockholder Support Agreement, the Registration Rights and Lock-Up Agreement, the Sponsor Support Agreement and employment agreements by and between SUAC and certain SEE ID employees;

        The SEE ID Merger Consideration shall have been issued prior to or concurrently with the Closing;

        There shall be no outstanding, pending or threatened Actions against SUAC or any Affiliate that would reasonably be expected to have a Material Adverse Effect in respect to SUAC or to prevent the timely consummation of the Business Combination; and

        SUAC or Holdings, as applicable, will close simultaneously with the Closing a line of credit (including an equity line of credit with respect to Holdings common stock) on customary terms of no less than $50,000,000 and no greater than $100,000,000 prior to the Effective Time, which shall not count towards the Minimum Proceeds.

For additional information regarding the conditions to the completion of the Business Combination Agreement, see the section in this proxy statement/prospectus entitled “The Business Combination Proposal — Conditions to the Closing of the Business Combination.

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Other Agreements Relating to the Business Combination

Registration Rights and Lock Up Agreement

The Business Combination Agreement provides that, upon the consummation of the Business Combination, Holdings and certain key SEE ID Stockholders will enter into a Registration Rights and Lock Up Agreement. Under the Registration Rights and Lock-Up Agreement, following the consummation of the Business Combination, certain stockholder signatories thereto will have “shelf” and “piggyback” registration rights. The Registration Rights and Lock-Up Agreement also provides that Holdings will pay certain expenses relating to such registrations and indemnify the stockholder signatories thereto against (or make contributions in respect of) certain liabilities that may arise under the Securities Act. This summary is qualified by reference to the complete text of the form of Restated Registration Rights and Lock-Up Agreement, which is filed as an exhibit to this Registration Statement of which this information statement/prospectus forms a part.

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, each of the directors of SUAC entered into the Sponsor Support Agreement with SUAC and SEE ID, pursuant to which each such director and Sponsor agreed to vote in favor of the approval and adoption of the Business Combination Agreement and vote against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely effect the Business Combination or any of the other transactions set forth in the Business Combination Agreement. In addition, such Initial Stockholders also agreed that they would not sell, assign or otherwise transfer any of the Sponsor Shares (as defined therein) unless the buyer, a controlled affiliate of such Initial Stockholder and executes the Sponsor Support Agreement or a joinder agreement to the Sponsor Support Agreement.

Stockholder Support Agreement

In connection with the execution of the Business Combination Agreement, certain stockholders representing approximately 99.45% of the issued and outstanding equity interests of SEE ID entered into the Stockholder Support Agreement with SUAC and SEE ID, pursuant to which such SEE ID Stockholders agreed to vote all Shares beneficially owned by them in favor of approval and adoption of the Business Combination Agreement and approval of the Business Combination, and vote against any action that would resulting in a breach of any covenant, representation or warranty of SEE ID under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Business Combination to be consummated. In addition, such SEE ID Stockholders also agreed that they would not sell, assign, or otherwise transfer any of the SEE ID Shares held by them, with certain limited exceptions, unless the buyer, assignee or transferee is a controlled affiliate of a stockholder of SEE ID and executes the Stockholder Support Agreement or a joinder agreeing to become a party to the Stockholder Support Agreement.

Voting Securities

As of the close of business on January 3, 2025 (the “Record Date”), there were 12,308,829 shares of SUAC Common Stock issued and outstanding. Only SUAC stockholders who hold shares of SUAC Common Stock of record as of the Record Date are entitled to vote at the Special Meeting or any adjournment thereof. Approval of the Business Combination Proposal, the Organizational Document Proposal, the Advisory Charter Proposal, the Nasdaq Proposal, the NTA Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding shares of SUAC Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. Attending the Special Meeting either by virtual attendance or by submitting your proxy and abstaining from voting will have the same effect as voting against all the Proposals and, assuming a quorum is present, broker nonvotes will have no effect on the Proposals.

With respect to the Business Combination, pursuant to the Sponsor Support Agreement, the Initial Stockholders holding an aggregate of 11,800,000 shares of SUAC Common Stock (constituting approximately 95.87% of the issued and outstanding shares of SUAC Common Stock) have agreed to vote their respective shares of SUAC Common Stock in favor of each of the Proposals.

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Appraisal Rights

Appraisal rights are not available to holders of shares of SUAC Common Stock in connection with the proposed Business Combination under Delaware law.

Redemption Rights

Pursuant to the Existing SUAC Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding Public Shares. As of January 10, 2025, this would have amounted to approximately $10.99 per share.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)     (a) hold Public Shares, or (b) hold Public Shares through SUAC Units and you elect to separate your SUAC Units into the underlying Public Shares prior to exercising your redemption rights with respect to the Public Shares; and

(ii)    prior to 5:00 p.m., Eastern Time, on February 4, 2025, (a) submit a written request to Continental that SUAC redeem your Public Shares for cash and (b) deliver your Public Shares to Continental, physically or electronically through DTC.

Holders of outstanding SUAC Units must separate the underlying shares of SUAC Class A Common Stock prior to exercising redemption rights with respect to the shares. If the SUAC Units are registered in a holder’s own name, the holder must deliver the certificate for its SUAC Units to Continental, with written instructions to separate the SUAC Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the Public Shares from the SUAC Units.

If a holder exercises his/her redemption rights, then such holder will be exchanging his/her Public Shares for cash and will no longer own shares of the Combined Company. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Continental in accordance with the procedures described herein and the Business Combination is completed. Please see the section titled “SUAC Special Meeting of the Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Board in favor of adoption of the Business Combination Proposal and other proposals, you should keep in mind that SUAC’s Sponsor, directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:

        the fact that each of Initial Stockholders has waived its right to redeem any of Founder Shares and Public Shares held by them in connection with a stockholder vote to approve a proposed initial business combination;

        the fact that the Sponsor paid an aggregate of $25,000 for the Founder Shares, which have been or will be converted into 10,450,000 shares of SUAC Class A Common Stock in accordance with the terms of the Existing SUAC Charter and such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $112,860,000 based on the closing price of $10.80 per public share on December 17, 2024;

        the fact that given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of SUAC Class A Common Stock sold in the IPO and the number of Class A Common Stock that the Initial Stockholders will receive upon Closing of the Business Combination, the Initial Stockholders may earn a positive rate of return on their investment even if the Class A Common Stock trades below the price initially paid for the Class A Common Stock in the IPO and public shareholders experience a negative rate of return following the completion of the Business Combination. Thus, our Sponsor and its affiliates may have more of an economic interest for us to, rather than liquidate

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if we fail to complete our initial business combination, enter into an initial business combination on potentially less favorable terms with potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, that would be the case if such parties had paid the full offering price for their Founder Shares;

        the fact that each of the Initial Stockholders has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if SUAC fails to complete an initial business combination by January 24, 2025;

        the fact that the Sponsor purchased an aggregate of 1,350,000 private placement units at a price of $10.00 per unit (“Private Placement Units”); if SUAC does not consummate an initial business combination by January 24, 2025, then the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the Public Stockholders and the Private Placement Units held by the Sponsor will be worthless; the Private Placement Units held by the Sponsor had an estimated aggregate market value of approximately $14,580,000 based upon the closing price of $10.80 per public share on December 17, 2024;

        the fact that the Sponsor and certain officers and directors of SUAC paid an aggregate of $13,525,000 for its investment in Holdings, as summarized in the table below, and following the consummation of the Business Combination, the aggregate value of the Sponsor’s investment will be $127,440,000, based upon the respective closing price of the Class A Common Stock on the OTC on December 17, 2024.

Sponsor Group Ownership of SUAC Prior to Closing

 

Securities
Held by
Sponsor
Group

 

Sponsor Cost
at SUAC’s
IPO ($)

Founder Shares

 

10,450,000

 

$

25,000

(1)

Private Placement Units

 

1,350,000

 

$

13,500,000

 

Total

 

 

 

$

13,525,000

 

Sponsor Group Ownership of Holdings Following the Closing

 

Securities
Held by
Sponsor
Group
Prior
to Closing

 

Value per
Security
($)

 

Total
Value
($)

Shares of Holdings Common Stock Issued to Holders of Founder Shares

 

10,450,000

 

$

10.80

 

$

112,860,000

Holdings Private Placement Units

 

1,350,000

 

$

10.80

 

$

14,580,000

Total

 

 

 

 

 

 

$

127,440,000

        if the Trust Account is liquidated, including in the event SUAC is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to SUAC if and to the extent any claims by a third-party for services rendered or products sold to SUAC, or a prospective target business with which SUAC 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: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act; and

        the fact that J.V.B. Financial Group, LLC (“JVB”) as SUAC’s financial advisor will be entitled to receive a placement agency and financial advisory fees, as applicable, upon completion of the Business Combination.

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In addition, you should also keep in mind that SEE ID’s directors and officers may have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:

        the fact that Sheldon Paul is a board member who is also an investor in SEE ID and the owner of a partner distribution company, Pope Technologies LLC.

Certain Other Benefits in the Business Combination

In addition to the interests of the Sponsor and SUAC’s and SEE ID’s directors and officers in the Business Combination, stockholders should be aware that SUAC engaged JVB to act as its financial advisor pursuant to which SUAC will pay JVB a fee to be determined upon the closing of any PIPE financing, with payment due at, and conditioned upon, the closing of the Business Combination.

Accordingly, if the Business Combination, or any other initial business combination, is not consummated, JVB will not receive its placement agency and financial advisory fees.

JVB has an interest in SUAC and Holdings completing a business combination that will result in the payment of a financial advisory fee and, potentially, a placement agency fee. In considering approval of the Business Combination, SUAC’s stockholders should be aware that JVB’s has a financial interest that is different from, or in addition to, the interests of our stockholders and should consider the roles of JVB in light of the commissions and fees that JVB is entitled to receive if the Business Combination is consummated.

Ownership Structure

The following diagram illustrates the ownership structure of SUAC, Holdings, ShoulderUp Merger Sub, SEI Merger Sub and SEE ID prior to the Business Combination and then after the Business Combination.

Prior to the Business Combination

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After the Business Combination

The table below illustrates varying beneficial ownership levels in Holdings immediately upon Closing, assuming no additional redemptions by Public Stockholders, 25% redemption by Public Stockholders, 50% redemption by Public Stockholders, 75% redemption by Public Stockholders, and the maximum redemptions by public stockholders.

 

Scenario 1

 

Scenario 2

 

Scenario 3

 

Scenario 4

 

Scenario 5

   

(Assuming No
Redemptions
into Cash)

 

(Assuming 25%
Redemptions
into Cash)

 

(Assuming 50%
Redemptions
into Cash)

 

(Assuming 75%
Redemptions
into Cash)

 

(Assuming Maximum
Redemptions
into Cash)

   

Shares

 

%

 

Shares

 

%

 

Shares

 

%

 

Shares

 

%

 

Shares

 

%

Public Stockholders(1)

 

508,829

 

2.01

%

 

508,829

 

 

2.02

%

 

508,829

 

 

2.03

%

 

508,829

 

 

2.04

%

 

508,829

 

 

2.05

%

Less: shares of ShoulderUp Common Stock
redeemed

 

 

0.00

%

 

(127,207

)

 

(0.50

)%

 

(254,415

)

 

(1.01

)%

 

(381,622

)

 

(1.53

)%

 

(508,829

)

 

(2.05

)%

Total held by Public Stockholders(2)

 

508,829

 

2.01

%

 

381,622

 

 

1.51

%

 

254,414

 

 

1.01

%

 

127,207

 

 

0.51

%

 

 

 

0.00

%

Private placement shares – Class A(3)

 

1,350,000

 

5.33

%

 

1,350,000

 

 

5.36

%

 

1,350,000

 

 

5.38

%

 

1,350,000

 

 

5.41

%

 

1,350,000

 

 

5.44

%

Founder shares – Class B(4)

 

10,450,000

 

41.25

%

 

10,450,000

 

 

41.45

%

 

10,450,000

 

 

41.66

%

 

10,450,000

 

 

41.88

%

 

10,450,000

 

 

42.09

%

Conversion of ShoulderUp convertible notes

 

27,000

 

0.11

%

 

27,000

 

 

0.11

%

 

27,000

 

 

0.11

%

 

27,000

 

 

0.11

%

 

27,000

 

 

0.11

%

Former See ID
stockholders
(5)

 

8,877,752

 

35.04

%

 

8,877,752

 

 

35.22

%

 

8,877,752

 

 

35.40

%

 

8,877,752

 

 

35.58

%

 

8,877,752

 

 

35.76