Business Combination and Reverse Recapitalization (Tables)
|
6 Months Ended |
Jun. 30, 2026 |
|---|
| 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:
| |
|
Shares at
Closing |
|
|
Shares After
1-for-25
Reverse
Stock Split |
|
| Ordinary shares, outstanding prior to the Business Combination |
|
|
508,589 |
|
|
|
20,344 |
|
| Less: Redemption of ordinary shares |
|
|
(2,000 |
) |
|
|
(80 |
) |
| Ordinary shares held by ShoulderUp’s officers and directors, the Sponsor and each transferee of founder
shares |
|
|
6,698,333 |
|
|
|
267,933 |
|
| Ordinary shares held by non-redemption share holders |
|
|
1,345,001 |
|
|
|
53,800 |
|
| Ordinary shares held by ShoulderUp bridge loan holder |
|
|
482,500 |
|
|
|
19,300 |
|
| Ordinary shares held by DLA Piper, LLP |
|
|
150,000 |
|
|
|
6,000 |
|
| Common Stock issued to holders of SEE ID Inc. |
|
|
12,210,718 |
|
|
|
488,429 |
|
| Common Stock issued to SEE ID SAFE note holders |
|
|
2,909,057 |
|
|
|
116,362 |
|
| Common Stock issued to StartUpNV |
|
|
11,205 |
|
|
|
448 |
|
| Common Stock issued to PIPE investors |
|
|
3,323,536 |
|
|
|
132,942 |
|
| Common Stock Upon the Business Combination |
|
|
27,636,939 |
|
|
|
1,105,478 |
|
|
| 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 |
|
|
74,501 |
|
| 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 Bridge 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 at
Closing |
|
|
Shares After
1-for-25
Reverse
Stock Split |
|
| Bridge loan 1* |
|
1/29/2025 |
|
$ |
1,500,000 |
|
|
$ |
150,000 |
|
|
$ |
(193,500 |
) |
|
$ |
1,456,500 |
|
|
|
364,125 |
|
|
|
14,565 |
|
| Bridge loan 2* |
|
4/9/2025 |
|
|
500,000 |
|
|
|
50,000 |
|
|
|
(50,000 |
) |
|
|
500,000 |
|
|
|
125,000 |
|
|
|
5,000 |
|
| Bridge loan 3* |
|
5/7/2025 |
|
|
500,000 |
|
|
|
50,000 |
|
|
|
(50,000 |
) |
|
|
500,000 |
|
|
|
125,000 |
|
|
|
5,000 |
|
| 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 |
|
|
|
24,565 |
|
| * |
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 Breakdown of all PIPE Investments |
The
aggregate gross proceeds were unaffected by the reverse stock split. The following table presents the breakdown of the PIPE investments.
| PIPE |
|
Effective
Date |
|
Amount |
|
|
Shares at
Closing |
|
|
Shares After
1-for-25
Reverse
Stock Split |
|
| PIPE 1 |
|
6/16/2025 |
|
$ |
2,814,500 |
|
|
|
703,625 |
|
|
|
28,145 |
|
| PIPE 2 |
|
6/10/2025 |
|
|
1,000,000 |
|
|
|
250,000 |
|
|
|
10,000 |
|
| PIPE 3 |
|
6/17/2025 |
|
|
7,023,143 |
|
|
|
1,755,786 |
|
|
|
70,231 |
|
| Total PIPE |
|
|
|
$ |
10,837,643 |
|
|
|
2,709,411 |
|
|
|
108,376 |
|
|