SUAC signs BCA with SEE ID; requires $6M min cash, $50-100M credit line, employment pacts

ShoulderUP Technology Acquisition Corp.

Two-step merger: ShoulderUp Merger Sub merges into SUAC, then SEI Merger Sub merges into SEE ID; Holdings becomes new public company.
Closing requires SUAC to have at least $6M cash post-redemptions; Holdings must obtain $50M-$100M line of credit.
Sponsor shares locked up 180 days; 2,650,000 shares vest at $15 and $20 stock price targets for 20 of 30 trading days.
No termination fee; deal must close by Aug 31, 2024; conditions include SEC S-4 effectiveness and Nasdaq listing.
SEE ID stockholders with majority votes support deal; Sponsor also commits to vote in favor; no appraisal rights.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ShoulderUP Technology Acquisition Corp. entered into Business Combination Agreement with SEE ID, Inc. (effective 2024-03-18).

Action: entry
Agreement: merger
Counterparty: SEE ID, Inc.
Effective: 2024-03-18

Exact text from the filing

On March 18, 2024, ShoulderUp Technology Acquisition Corp., a Delaware corporation (“ ShoulderUp ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”) by and among CID Holdco, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of ShoulderUp (“ 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 direct, wholly owned subsidiary of Holdings (“ SEI Merger Sub ” and together with ShoulderUp Merger Sub, the “ Merger Subs ”), and SEE ID, Inc., a Nevada corporation (collectively with any predecessor entities, the “ Company ”).

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Source: SEC EDGAR

accession 0001213900-24-025178

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