Business Combination and Reverse Recapitalization (Tables)
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12 Months Ended |
Dec. 31, 2025 |
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| Business Combination and Reverse Recapitalization [Abstract] |
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| 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 StartUpNV | |
| 11,205 | |
| Common Stock issued to PIPE investors | |
| 3,323,536 | |
| Common Stock Upon the Business Combination | |
| 27,636,939 | |
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| Schedule of Reconcile Elements of the Business Combination to the Company’s Consolidated Financial Statements |
The
following tables reconcile elements of the Business Combination to the Company’s 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 | |
| 74,501 | |
| Closing disbursements | |
| | |
| Less: Payment to purchase founder shares | |
| (5,000,000 | ) |
| Net cash proceeds from the Business Combination | |
$ | 11,489,448 | |
| Noncash activities | |
| | |
| Conversion of SAFE notes to equity | |
| 40,726,793 | |
| Conversion of short-term debt to equity | |
| 8,597,749 | |
| 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 | |
$ | 56,157,192 | |
| 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. |
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| Schedule of Business Combination Breakdown of all PIPE Investments |
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 | |
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