The company is a Special Purpose Acquisition Company (SPAC) formed in Delaware in May 2021, focused on effecting a merger or acquisition in the technology and cybersecurity sectors, currently preparing for a business combination with SEE ID, Inc.

# Company Overview Summary

## Business Model and Purpose
- **Type:** Special Purpose Acquisition Company (SPAC) / Blank Check Company
- **Formation:** Incorporated in Delaware on May 20, 2021
- **Main Objective:** To effectuate a merger, reorganization, capital stock exchange, asset acquisition, or stock purchase with one or more operating businesses (initial business combination).

## Current Operations and Activities
- **Initial Focus:** Organizational activities and preparing for initial public offering (IPO)
- **Revenue:** No operating revenues generated up to December 31, 2024
- **Target Industry:** Not limited to one industry segment, but includes technology and cybersecurity sectors
- **Recent Business Objective:** 
  - Entered into a Business Combination Agreement with **SEE ID, Inc.**, a Nevada-based company, on March 18, 2024.
  - The goal is to merge with SEE ID via a series of mergers, with the combined entity expected to be listed on Nasdaq.

## Management and Board
- **CEO:** Phyllis Newhouse
  - Background: cybersecurity pioneer, founder of XtremeSolutions, military veteran, involved in national security projects, and active in multiple industry boards.
- **Chairman:** Shawn Henry
  - Background: cybersecurity executive with CrowdStrike; former FBI agent; extensive experience in cyber investigations and federal leadership.
- **Other Directors:** Janice Bryant Howroyd, Stacey Abrams, Lauren C. Anderson
  - Backgrounds: talent management, federal investigations, government advisory roles, and political leadership.

## Employees
- **Current Staffing:** 2 executive officers
- **Time Commitment:** Not obligated to devote specific hours; manage operations on an as-needed basis, especially focused on business combination activities

## Financials as of December 31, 2024
- **Net Loss:** Approximately **$2.03 million** for the fiscal year
  - Major expenses: general & administrative costs, derivative liability fair value change, franchise tax, penalties for excise tax non-payment, income tax expense
- **Cash and Liquidity:**
  - Operating cash: **$432,533**
  - Working capital deficit: approximately **$5.5 million**
  - Cash outside trust (for operational needs): **$600,000** (will be used to satisfy liquidity needs)
- **Funds in Trust Account:** 
  - Approximately **$5.6 million** remain (after redemptions relating to extensions)
- **No revenue from operations** to date; activities primarily related to IPO and search for target companies
- **Business Combination:**
  - Aimed at acquiring or merging with a technology or cybersecurity company, specifically targeting SEE ID, which is privately held with limited public information available
- **No operating revenues** as of December 31, 2024
- **Losses:** Mainly due to administrative expenses, derivative liabilities, and tax penalties; no core operating business has been established yet

## Important Notes
- The company has not generated revenue and is solely focused on identifying and executing a business combination.
- The company’s future financial performance depends on successful merger or acquisition of a target business, specifically SEE ID.
- Significant expenses relate to administrative costs, derivative liabilities, and taxes; no historical operating income exists.

The company is a blank check entity focused on identifying and conducting business combinations in the technology and cybersecurity sectors.

# Company Overview

## General Business Description

The company is a blank check entity formed as a Delaware corporation primarily for the purpose of conducting business combinations with one or more businesses—referred to as the "initial business combination." Specifically, this could include mergers, capital stock exchanges, asset acquisitions, and reorganizations. The company intends to target potential acquisition opportunities within a wide array of industries, focusing particularly on technology and cybersecurity sectors.

## Current Status

- **Formation**: The company is a blank check company established for the purpose of identifying potential targets for business combinations.
- **Headquarters**: 125 Townpark Drive, Suite 3000, Kennesaw, Georgia 30144.
- **Employees**: The company has executive officers but does not maintain full-time employees prior to the consummation of the business combination.
  
## Management Team and Advisors

- **Key Executives**: 
  - **Phyllis Newhouse**: CEO and a pioneer in cybersecurity with a rich experience working on national security matters.
  - **Rashaun Williams**: CFO, bringing a wealth of experience as a venture capitalist, with a history of over 150 investments.
  
- **Board Composition**: The board consists of experienced individuals from various sectors, including cybersecurity and federal law enforcement, contributing to the company’s operational and strategic decision-making processes.

## Business Strategy

- **Acquisition Focus**: The company's strategy involves leveraging its management team's extensive networks and experience to identify and acquire businesses that could benefit from going public. The company specifically looks for targets that have:
  - Experienced management teams.
  - Strong market positions with competitive advantages.
  - Potential for financial performance improvement and innovation.

## Financial Overview

- **Revenue Generation**: The company has generated no operating revenues to date as it is primarily in the solicitation and evaluation phase for its initial business combination. It does not expect to generate any operating revenues until after the completion of such a transaction.
  
- **Funding**: Proceeds raised from the initial public offering will be utilized for the acquisition and operational growth once a target is identified and a merger is completed.

- **Cash Position**: The company expects to have at least $6 million in cash and cash equivalents at the time of closing the business combination, accounting for potential redemptions by shareholders.

## Customers and Target Market

- **Customer Base**: The exact number of customers is not specified as the company is in search of its first acquisition target and does not have any operational customers yet.

- **Potential Target Business Characteristics**: The company aims to acquire a firm that operates within the technology or cybersecurity sectors, tapping into a market of growing demand for such services and solutions. 

## Conclusion

The company is in the initial phases of its operations, positioning itself to embark on strategic acquisitions primarily in the cybersecurity and technology sectors. Key executives and board members provide a wealth of experience, yet it currently does not have operational revenue or customer metrics as it is focused on identifying a suitable acquisition target.

ShoulderUP Technology Acquisition Corp.

10-K / May 7, 2025

10-K / April 18, 2024

10-K / May 7, 2025

Company Overview Summary

Business Model and Purpose

Current Operations and Activities

Management and Board

Employees

Financials as of December 31, 2024

Important Notes