ShoulderUp Technology Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: SEE ID, Inc.
ENTERPRISE VALUE: $130 million
ANTICIPATED SYMBOL: DAIC
ShoulderUp Technology Acquisition Corp. entered into a definitive business combination agreement with SEE ID, Inc.
- Developer of an asset-tracking platform designed to push the limits of real-time precision-based location technology. The company’s platform leverages technologies including patented passive RFID tracking solutions, low-power BLE, GPS, AR/VR, edge camera platforms utilizing artificial intelligence, and more, enabling users to give accuracy to all mapping technologies in areas that are troublesome.
EXTENSION – 1/24/25 – LINK
- The SPAC approved the extension from January 24, 2025 to February 24, 2025.
- 240 shares were redeemed at the meeting.
- No contribution will be made into the trust account.
EXTENSION – 1/3/25 – LINK
- The SPAC approved the extension from December 31, 2024 to January 24, 2025.
- 1,080 shares were redeemed at the meeting.
- No contribution will be made into the trust account.
EXTENSION – 11/22/24 – LINK
- The SPAC approved the extension from November 19, 2024 to December 31, 2024.
- 349,505 shares were redeemed at the meeting.
- No contribution will be made into the trust account.
EXTENSION – 5/23/24 – LINK
- The SPAC approved the extension from May 19, 2024 to November 19, 2024.
- 1,125,154 shares were redeemed at the meeting.
- No contribution will be made into the trust account.
TRANSACTION
- The transaction is expected to be completed in the second quarter of 2024.
- The definitive business combination agreement reflects an implied pro forma enterprise value of $130 million.
- The transaction has been unanimously approved by the Board of Directors of ShoulderUp.
SPAC FUNDING
- To be determined.
EARNOUT
- Sponsor:
- 2,650,000 Shares held by the Sponsor at Closing shall be subject to the vesting and forfeiture provisions.
- The Sponsor agreed that the Unvested Shares become vested as follows:
- (i) 1,325,000 of the Unvested Shares shall vest if the closing price is greater than or equal to $15.00 per share over any 20 trading days within any 30 trading day period, and
- (ii) 1,325,000 of the Unvested Shares shall vest if the closing price is greater than or equal to $20.00 per share over any 20 trading days within any 30 trading day period.
LOCK-UP
- Company and Sponsor:
- The Company and Sponsor agreed to lock-up their shares for a period of 180-days following the Closing.
NOTABLE CONDITIONS TO CLOSING
- ShoulderUp and SEE ID shareholder approvals
- ShoulderUp must also hold cash and cash equivilents of at least $6,000,000 immediately prior to Closing, net of Redemptions and liabilities (including the Company’s and ShoulderUp’s transaction expenses)
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement may be terminated by either ShoulderUp or the Company if the Closing has not occurred on or before August 31, 2024.
ADVISORS
- SEE ID Advisors:
- Rice Reuther Sullivan & Carroll LLP and Holland & Hart LLP served as legal counsel
- SPAC Advisors:
- DLA Piper LLP (US) served as legal counsel
LETTER OF INTENT – 11/30/23 – LINK
- The SPAC announced that it has entered into a non-binding letter of intent for a potential business combination with a private information technology company.
- The Company anticipates entering into a definitive agreement by the end of the first quarter of next year.
- The previously disclosed non-binding letter of intent has been terminated in accordance with its terms.
EXTENSION – 11/17/23 – LINK
- The SPAC approved the extension from November 19, 2023 to May 19, 2024.
- 2,170,004 shares were redeemed at the meeting for $10.55 per share.
- No contribution will be made into the trust account.
LETTER OF INTENT – 10/16/23 – LINK
- The SPAC announced that it has entered into a non-binding letter of intent for a potential business combination with Airspace Experience Technologies, Inc., a pioneer in the urban mobility market.
- The Company anticipates entering into a definitive agreement by the end of the year.
EXTENSION – 4/26/23 – LINK
- The SPAC approved the extension from May 19, 2023 to November 19, 2023.
- 25,845,428 shares were redeemed at the meeting for $10.43 per share.
- No contribution will be made into the trust account.
SUBSEQUENT EVENT – 4/6/23 – LINK
- The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an unknown number of shares
- The Sponsor will transfer Class B shares to the non-redeeming shareholders
MANAGEMENT & BOARD
Executive Officers
Phyllis Newhouse, 59
Chief Executive Officer and Director
Ms. Newhouse is known as a pioneer in cybersecurity. Ms. Newhouse is an entrepreneur, retired military senior non-commissioned officer, mentor, founder and Chief Executive Officer of XtremeSolutions, Inc., an Atlanta-based cybersecurity firm (“XSI”), and a founder, Chief Executive Officer and Director of Athena Technology Acquisition Corp., a blank check company focused on identifying acquisitions of business in technology, direct to consumer and fintech industries. While serving in the United States Army on various assignments, Ms. Newhouse focused on national security and worked on several projects, which outlined the Cyber Espionage Task Force. After her service in the army, Ms. Newhouse founded XSI in 2002, which offers a wide range of IT expertise and provides industry leading, state-of-the-art information technology and cybersecurity services and solutions. XSI has employees in 42 states, with 40% of its workforce made up of veterans. In 2019, Ms. Newhouse founded ShoulderUp, a nonprofit dedicated to connecting and supporting women in their entrepreneurial journeys. Ms. Newhouse currently serves on the board of directors of the Technology Association of Georgia, is a member of the Business Executives for National Security, and since April 2021, has served on the Board of Directors of the Sabre Corporation. She also serves on the executive board and is a member of the Women President Organization. Ms. Newhouse also serves on the Board of Directors of Girls Inc., a nonprofit organization that encourages all girls to be “Strong, Smart, and Bold.” Ms. Newhouse received her B.A. in Liberal Arts Science from Saint Leo College in 1986, she is a graduate of the Institute of Entrepreneurial Leadership program sponsored by John F. Kennedy University, and she received an Honorary Doctor of Philosophy from CICA International University.
Rashaun Williams, — [Appointed]
Chief Financial Officer
Rashaun Williams is a venture capitalist, family office investor and adjunct professor with over 150 investments under his belt and over 40 exits. Mr. Williams is currently a general partner in the MVP All-Star Fund, a late stage tech fund; a private equity investor out of his family office Value Investment Group and adjunct professor at Morehouse College. He co-founded venture capital fund Queensbridge Venture Partners where he was an early investor in companies like Robinhood, Coinbase, Casper, Ring, PillPack, Lyft & Dropbox. Over the last twenty years he has been primarily responsible for bringing capital to emerging, diverse and alternative markets while working at Wall Street firms such as Goldman Sachs, Wachovia Securities & Deutsche Bank. In 2007 he founded Dixsville Partners, a private equity fund investing in infrastructure development and mineral companies in West Africa. Mr. Williams has successfully started, invested in and exited several companies. With a passion for financial literacy and entrepreneurship Mr. Williams founded the Kemet Institute in 2001, a non-profit focused on providing free financial literacy, entrepreneurship and life skills classes to under-served communities and schools. In 2015 he was appointed to the Board of Trustees for Fisk University. He is a member of Kappa Alpha Psi, Inc. and summa cum laude graduate of Morehouse College.
Grace Vandecruze, 57 [Resigned]
Chief Financial Officer
Ms. Vandecruze is the Founder and Managing Director at Grace Global Capital LLC, a consulting firm providing M&A financial advisory, restructuring, and valuation to insurance executives, boards and financial regulators since 2006. From August 1999 to December 2006, she served as Managing Director at Swiss Re, a Swiss reinsurance company, where Ms. Vandecruze was responsible for the firm’s regulatory advisory practice in the insurance and financial services industries. From January 1996 to August 1999, she Vice President—Private Equity at Head & Company, LLC, a private equity firm specializing in the insurance industry, and from January 1994 to January 1996, she was an associate in the Financial Institutions Group at Merrill Lynch. Since November 2020, Ms. Vandecruze has served on the Board of Directors of The Doctors Company. Since February 2021, Ms. Vandecruze has served on the Board of Directors of Links Logistics Real Estate. Ms. Vandecruze began her career working in public accounting with Ernst & Young and Grant Thornton. Ms. Vandecruze earned an M.B.A. in Finance from The Wharton School of Business at the University of Pennsylvania and a B.B.A. in Accounting from Pace University. She serves on the board of M Financial Group and The Doctors Company and is a licensed Certified Public Accountant in New York.
Board of Directors
Vincent Stewart, 63
Director Nominee
Since 2020, Mr. Stewart has served as the Chief Innovation and Business Intelligence Officer of Ankura, Inc. Since 2019, Mr. Stewart has served as the owner and Chief Executive Officer of Stewart Global Solutions LLC, an international consulting company focused on cybersecurity, geopolitical intelligence, strategic planning and crisis management services. Since 2021, Mr. Stewart has served as a partner of Pine Island Capital Partners, providing strategic advice to direct investment in innovative companies best suited for addressing current national security challenges in the cybersecurity and intelligence sectors. From 2017 to 2019, Mr. Stewart was Lieutenant General in the U.S. Marine Corps who also served as Deputy Director at United States Cyber Command during his final tour of duty. From 2015 to 2017, he served as the twentieth Director of the Defense Intelligence Agency (DIA). He has served as a director of the Board of American Public Education, Inc. since May 2021 and as a director of KBR, Inc. since June 2021. He has also served as a member of the Board of Trustees of the Aerospace Corporation, a nonprofit corporation, since September 2020. He earned his Baccalaureate Degree from Western Illinois University, and earned his Masters’ Degrees in National Security and Strategic Studies from the Naval War College, Newport, R.I. and in National Resource Strategy from the Industrial College of the Armed Forces, National Defense University, Washington, D.C.
Lauren Anderson, 64
Director Nominee
Since 2013, Ms. Anderson has served as the Chief Executive Officer of LC Anderson International Consulting. She previously held various leadership roles within the Federal Bureau of Investigation (“FBI”) over a nearly thirty-year career where she spearheaded investigations and operations, domestically and internationally, in 24 countries. Since February 2021, Ms. Anderson has served as an Independent Director for Imageware, a public biometrics technology company. Ms. Anderson has served an advisor to the U.S. Comptroller General at the Government Accountability Office on international security, intelligence, criminal justice, law enforcement, and women’s leadership and as an advisor with Stellar Solutions, a global-systems engineering service provider since January 2021. Ms. Anderson has an Honorary Doctorate of Humane Letters from LIM College and holds a B.A. in Psychology from Muhlenberg College. She has completed executive programs at each of Harvard Business School, Northwestern University’s Kellogg School of Management, Cambridge Judge Business School, and the George C. Marshall European Center for Security Studies in Garmisch, Germany.
Danelle Barrett, 54 [Resigned]
Director Nominee
Since 2020, Ms. Barrett has served as a Principal at Deep Water Point, a government management consulting firm. From 2017 to 2019, Ms. Barrett served as the Navy Cyber Security Division Director and Deputy Chief Information Officer on the Chief of Naval Operations staff where she led the Navy’s strategic development and execution of digital and cyber security efforts, enterprise information technology improvements and cloud policy and governance for 700K personnel across a global network. From 2015 to 2017, Ms. Barrett served as the Director of Current Operations at U.S. Cyber Command. Ms. Barrett has served as an Independent Director on the boards of KVH Industries, Inc. since June 2020, Federal Home Loan Bank of New York since November 2020, and Protego Trust Bank, N.A. since February 2021. Ms. Barrett earned a B.A. in History from Boston University where she received her commission as an officer from the U. S. Naval Reserve Officer Training Corps. She holds Masters of Arts in Management and Human Resource Development from Webster University, a Master of Arts in National Security Strategic Studies, from U.S. Naval War College, and a Master of Science in Information Management from Syracuse University.
Shawn Henry, 62
Director Nominee
Since April 2012, Mr. Henry has served as President of CrowdStrike Services and Chief Security Officer of CrowdStrike, Inc. (“CrowdStrike”), leading a world-class team of cybersecurity professionals in investigating and mitigating targeted attacks on corporate and government networks globally. Prior to joining CrowdStrike, from 1989 to 2012, Mr. Henry worked at the United States Federal Bureau of Investigation (the “FBI”), where he oversaw half of the FBI’s investigative operations, including all FBI criminal and cyber investigations worldwide, international operations, and the FBI’s critical incident response to major investigations and disasters. He also oversaw computer crime investigations spanning the globe and received the Presidential Rank Award for Meritorious Executive for his leadership in enhancing the FBI’s cyber capabilities. Henry lectures at leading universities and is a faculty member at the National Association of Corporate Directors. Mr. Henry has served on the Advisory Boards of the Georgetown University Law Center Cybersecurity Law Institute since 2016, DoControl since 2020, the Anti-Defamation League Center for Technology and Society since 2016, and the Hofstra University School of Engineering and Applied Science since 2012. Mr. Henry has served on the Board of the Global Cyber Alliance since 2015. Mr. Henry earned a Bachelor of Business Administration from Hofstra University and a Master of Science in Criminal Justice Administration from Virginia Commonwealth University. Additionally, Mr. Henry is a graduate of the Homeland Security Executive Leadership Program of the Naval Postgraduate School.
Janice Bryant Howroyd, 69
Director Nominee
Since September 1978, Ms. Howroyd has served as the founder and chief executive officer of the ActOne Group, an international talent and technology enterprise focusing on employment and talent management solutions. Ms. Howroyd has served as a board member of the Los Angeles Economic Development Corporation, as well as the Women’s Business Enterprise National Counsel Global Business Committee, where she works to promote opportunities for women-owned businesses. Ms. Howroyd previously served on the Board of Advisors for the White House Initiative on Historically Black Colleges and Universities during the Obama Administration. Ms. Howroyd also served on the Federal Communications Commission’s Advisory Committee on diversity and digital empowerment to encourage women and minorities to create digital enterprises. Ms. Howroyd received a B.A. in English from North Carolina A&T State University.
Stacey Abrams, 48
Director Nominee
Ms. Abrams has served as the chief executive officer, chief financial officer and secretary of Sage Works Production, Inc. In addition, since April 2020, Ms. Abrams has served as the founder and executive director of Southern Economic Advancement Project. From 2007 to 2017, Ms. Abrams served as a State Representative of the Georgia General Assembly and as the minority leader from 2011 to 2017. She was the chief executive officer of Sage Works, LLC since September 2002 and as the chief executive officer of Davis Hall LLC (f.k.a SELA Technologies LLC) since 2012. Ms. Abrams is also a New York Times best-selling author. She previously served as the chief executive officer of the Third Sector Development from August 1998 until March 2019, as a Senior Vice President of NOWaccount Network Corporation from 2010 to 2018 and as Secretary from 2012 to 2018. Ms. Abrams received a B.A. in Interdisciplinary Studies from Spelman College, a Master of Public Affairs from the University of Texas Lyndon B. Johnson School of Public Affairs, and a J.D. from Yale University.
