Business Combination and Reverse Recapitalization (Tables)
|
6 Months Ended |
Jun. 30, 2025 |
|---|
| Business Combination and Reverse Recapitalization [Abstract] |
|
| Schedule of Shares of Common Stock Issued in Connection With the Business Combination |
The
number of shares of Common Stock issued in connection with the Business Combination and subsequent equity conversion was as follows:
| | |
Common
Stock | |
| Ordinary shares, outstanding prior
to the Business Combination | |
| 508,589 | |
| Less: Redemption of ordinary shares | |
| (2,000 | ) |
| Ordinary
shares held by ShoulderUp’s officers and directors, the Sponsor and each transferee of founder shares | |
| 6,698,333 | |
| Ordinary shares held by non-redemption share
holders | |
| 1,345,001 | |
| Ordinary shares held by ShoulderUp bridge loan
holder | |
| 482,500 | |
| Ordinary shares held by DLA Piper, LLP | |
| 150,000 | |
| Common Stock issued to holders of SEE ID Inc. | |
| 12,210,718 | |
| Common Stock issued to SEE ID SAFE note holders | |
| 2,909,057 | |
| Common Stock issued to StarUpNV | |
| 11,205 | |
| Common Stock issued
to PIPE investors | |
| 3,323,536 | |
| Common
Stock Upon the Business Combination | |
| 27,636,939 | |
|
| Schedule of Reconcile Elements of the Business Combination to the Company’s Condensed Consolidated Financial Statements |
The
following tables reconcile elements of the Business Combination to the Company’s condensed consolidated financial statements, and
should be read in conjunction with the footnotes referenced above:
| | |
Recapitalization | |
| Closing proceeds | |
| |
| Proceeds
from Trust account | |
$ | 5,577,304 | |
| Proceeds from PIPE investors | |
| 10,837,643 | |
| Proceeds from legacy
ShoulderUp bank accounts | |
| 74,499 | |
| Closing disbursements | |
| | |
| Less:
Payment to purchase founder shares | |
| (5,000,000 | ) |
| Net
cash proceeds from the Business Combination | |
$ | 11,489,446 | |
| Noncash activities | |
| | |
| Conversion of SAFE notes
to equity | |
| 40,726,793 | |
| Conversion of short-term
debt to equity | |
| 8,597,750 | |
| Transaction costs paid
in shares | |
| 156,870 | |
| Less: Accrued taxes
assumed from ShoulderUp | |
| (3,913,668 | ) |
| Less: Short-term debt
assumed from ShoulderUp | |
| (900,000 | ) |
| Net
equity impact of the Business Combination | |
$ | 56,157,191 | |
| Par value of common
stock issued | |
| (1,543 | ) |
| Total
Impact of Business Combination on additional paid-in capital | |
$ | 56,155,649 | |
|
| Schedule of Business Combination Loans |
The
table below summarizes the transaction:
| Bridge Loans | | Effective Date | | Amount | | | Interest at closing | | | Payback in
Cash | | | Payback in
shares at
$4/share | | | Shares | | | Bridge loan 1* | | 1/29/2025 | | $ | 1,500,000 | | | $ | 150,000 | | | $ | (193,500 | ) | | $ | 1,456,500 | | | | 364,125 | | | Bridge loan 2* | | 4/9/2025 | | | 500,000 | | | | 50,000 | | | | (50,000 | ) | | | 500,000 | | | | 125,000 | | | Bridge loan 3* | | 5/7/2025 | | | 500,000 | | | | 50,000 | | | | (50,000 | ) | | | 500,000 | | | | 125,000 | | | Bridge loan 4 | | 3/29/2025 | | | 100,000 | | | | 10,000 | | | | (110,000 | ) | | | - | | | | - | | | Bridge loan 5 | | 6/5/2025 | | | 250,000 | | | | 20,000 | | | | (270,000 | ) | | | - | | | | - | | | Total | | | | $ | 2,850,000 | | | $ | 280,000 | | | $ | (673,500 | ) | | $ | 2,456,500 | | | | 614,125 | |
| * | Bridge loans from this investor had an aggregate principal amount of $2,500,000. At the Closing of the Business Combination, the investor received a cash payment of $293,500, consisting of $250,000 in minimum 10% interest and $43,500 in principal repayment. In addition, the investor received 614,125 shares of Common Stock in exchange for $2,456,500 of combined principal and accrued interest, based on a per share price of $4.00. |
|
| Schedule of Business Combination Entered Into a Private Investment |
The PIPE investment provided
additional capital to support the Company’s post-closing operations and was consummated concurrently with the Closing of the Business
Combination. Following table illustrates the breakdown of all PIPE investments. | PIPE | | Effective Date | | Amount | | | Shares | | | PIPE 1 | | 6/16/2025 | | $ | 2,814,500 | | | | 703,625 | | | PIPE 2 | | 6/10/2025 | | | 1,000,000 | | | | 250,000 | | | PIPE 3 | | 6/17/2025 | | | 7,023,143 | | | | 1,755,786 | | | Total PIPE | | | | $ | 10,837,643 | | | | 2,709,411 | |
|