UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _________ to _________

 Commission File Number: 001-41076

 Shoulder Up Technology Acquisition Corp.

 (Exact name of registrant as specified in its charter)

 Delaware

 87-1730135

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer

Identification No.)

 125 Townpark Drive, Suite 3000, Kennesaw, Georgia

 30144

 (Address of principal executive offices)

 (Zip Code)

 (970) 924-0446

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant

 SUAC.U

 (1)

 Class A Common Stock, par value $0.0001 per share

 SUAC

 (1)

 Redeemable Warrants, exercisable for one share of Class A Common Stock for $11.50 per share

 SUAC.W

 (1)

 Securities registered pursuant to section 12(g) of the Act:

 None

 (Title of Class)

 (Title of Class)

 (1)
 The Company's Class A Common Stock, Warrants and
Units are currently traded on the over-the-counter market (the " OTC ") under the symbols SUAC, SUACW and SUACU,
respectively.

 Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No

the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes No

the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.

the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.

any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No

 The aggregate market value of the registrant's outstanding Class A ordinary shares, other than shares held by persons who may be
deemed affiliates of the registrant, computed by reference to the closing price for the Class A ordinary shares on June 28, 2024, as reported
on the over-the-counter market was approximately $ 9.3 million.

 On May 6, 2025,
there were 10,956,589 shares of Class A Common Stock, $0.0001 par value per share ("Class A Common Stock"), issued and
outstanding which includes shares of Class A Common Stock underlying the Units sold in the registrant's initial public
offering, and of which 506,589 shares of Class A Common Stock trade separately.

 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

 iii

 ITEM 1.

 BUSINESS

 ITEM 1A.

 RISK FACTORS

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM IC.

 CYBERSECURITY

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL PROCEEDINGS

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 [RESERVED]

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Index to financial statements

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS AND PROCEDURES

 ITEM 9B.

 OTHER INFORMATION

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 ITEM 16.

 FORM 10-K SUMMARY

 SIGNATURES

 i

 Unless otherwise stated in
this Annual Report on Form 10-K for the year ended December 31, 2024 (this "Form 10-K"), references to:

 "Shoulder Up," "we," "us,"
"company" or "our company" are to Shoulder Up Technology Acquisition Corp., a Delaware corporation;

 "Shoulder Up Team" are a group of business professionals
that collectively own a substantial majority of our sponsor, including, but not limited to, all of the members of our management team;

 "Class A Common Stock" are to shares of Class
A Common Stock, par value $0.0001 per share, of Shoulder Up;

 "founder shares" are to shares of our Class B
Common Stock initially purchased by our sponsor in a private placement prior to our initial public offering and which converted into
Class A Common Stock on November 19, 2024;

 "initial stockholders" are to holders of our founder
shares prior to our initial public offering;

 "management" or our "management team"
are to our executive officers and directors;

 "public shares" are to shares of our Class A Common
Stock initially sold as part of the units in our initial public offering (whether they were purchased in our initial public offering
or thereafter in the open market);

 "public stockholders" are to the holders of our
public shares, including our initial stockholders and management team to the extent they purchased public shares;

 "public warrants" are to the redeemable warrants
sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in
the open market) and to any private placement warrants or warrants issued upon conversion of working capital loans that are sold to third
parties that are not our sponsor or executive officers or directors (or permitted transferees) following the consummation of our initial
business combination;

 "private placement warrants" are to the warrants
issued to our sponsor in a private placement that occurred simultaneously with the closing of our initial public offering;

 "sponsor" are to Shoulder Up Technology Sponsor
LLC, a Delaware limited liability company, an entity affiliated with members of our management team and other members of the Shoulder Up
Team; and

 "warrants" are to our redeemable warrants, which
include the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers
of the private placement warrants or their permitted transferees.

 ii

 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

 The statements contained in
this Form 10-K that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited
to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. The words "anticipates," "believe," "continue,"
"could," "estimate," "expect," "intends," "may," "might," "plan,"
"possible," "potential," "predicts," "project," "should," "would"
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this Form 10-K may include, for example, statements about:

 our ability to complete our initial business combination;

 our success in retaining or recruiting, or changes required
in, our officers, key employees or directors following our initial business combination;

 our officers and directors allocating their time to other
businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result
of which they would then receive expense reimbursements and other benefits;

 our potential ability to obtain additional financing to complete
a business combination;

 our pool of prospective target businesses;

 the ability of our officers and directors to generate a number
of potential investment opportunities;

 potential changes in control of us if we acquire one or more
target businesses for stock;

 our public securities' potential liquidity and trading;

 the lack of a market for our securities;

 our expectations regarding the time during which we will be
an "emerging growth company" under the JOBS Act;

 public health or safety concerns and governmental restrictions,
including those caused by outbreaks of pandemic disease such as the coronavirus (COVID-19) outbreak;

 our use of proceeds not held in the trust account; or

 our financial performance following this Form 10-K or following
our initial business combination.

 The forward-looking statements
contained in this Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described under the heading " Risk Factors." Should one or more of these
risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 iii

 ITEM 1. BUSINESS

 General

 We are a blank check company
formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses, which we refer to throughout this Form 10-K as our initial business combination.

 To date, our efforts have
been limited to organizational activities as well as activities related to the initial public offering and the search of a target company
for a Business Combination. We have generated no operating revenues to date and we do not expect that we will generate operating revenues
until we consummate our initial business combination.

 We have established strategic
relationships with selected leading investors and financing providers, which we refer to as the "Strategic Partners." Our
advisors ("Advisors") are former Department of Homeland Security, FBI, U.S. Cyber Command, CYBERCOM, and Crowdstrike cybersecurity
experts. We also have venture capitalist and cyber technology company founders. Such Strategic Partners and Advisors may invest in and
hold positions in our sponsor, including Betsy Z. Cohen who is a member of the Sponsor, thereby sharing in the appreciation of founder
shares and/or private placement units, and assist us in sourcing and evaluating potential acquisition targets and creating long-term value
in the business combination.

 Phyllis Newhouse who serves
as our Chief Executive Officer, and Janice Bryant Howroyd, who serves as one of our directors, also served as directors and/or officers
of Athena Technology Acquisition Corp., a blank check company that consummated its initial public offering in March 2021. In conjunction
with a successful PIPE raise of $165,000,000, in July 2021, Athena Technology Acquisition Corp. entered into a definitive agreement for
a business combination with Heliogen, Inc, a provider of AI-enabled concentrated solar power, which closed on December 30, 2021.

 SEE ID Business Combination Agreement

 On March 18, 2024, we entered
into a Business Combination Agreement (such agreement, the "Business Combination Agreement" and such business combination,
the "Business Combination") by and among CID HoldCo, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of
Shoulder Up ("Holdings"), Shoulder Up Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings ("Shoulder Up
Merger Sub"), SEI Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdings ("SEI Merger
Sub" and together with Shoulder Up Merger Sub, the "Merger Subs") and SEE ID, Inc., a Nevada corporation ("SEE
ID").

 Pursuant to the Business Combination
Agreement and subject to the terms and conditions set forth therein, (i) Shoulder Up Merger Sub will merge with and into Shoulder Up (the
"Shoulder Up Merger"), whereby the separate existence of Shoulder Up Merger Sub will cease and Shoulder Up will be the surviving
entity of the Shoulder Up Merger and become a wholly owned subsidiary of Holdings, and (ii) following confirmation of the effective filing
of the documents required to implement the Shoulder Up Merger, SEI Merger Sub will merge with and into the Company (the "SEE ID Merger"
and together with the Shoulder Up Merger, the "Mergers"), the separate existence of SEI Merger Sub will cease and SEE ID will
be the surviving entity of the SEE ID Merger and a direct wholly owned subsidiary of Holdings (the "Surviving Company").

 Upon the closing of the transactions,
it is expected that Holdings will be listed on the Nasdaq Stock Market, LLC.

 There are no assurances that
the Business Combination will close, the consummation of which remains subject to the satisfaction or waiver of certain customary closing
conditions of the respective parties, including, among others, a registration statement of Holdings becoming effective and approval of
the Business Combination by the stockholders of Shoulder Up and SEE ID.

 Our Management Team

 Our management team is led
by Shawn Henry, the Chairman of our Board of Directors, Phyllis Newhouse, our Chief Executive Officer, and Rashaun Williams, our Chief
Financial Officer. Ms. Newhouse has long-standing careers focused on identifying, evaluating and effecting strategic and financing transactions
across a range of industries. Our team is designed to leverage technology, private and public market expertise to identify and execute
a successful transaction.

 Phyllis Newhouse has
served as our Chief Executive Officer since inception. 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 Director of Heliogen, Inc, a provider of AI-enabled concentrated solar power. 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 Shoulder Up, 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 William has
served as our Chief Financial Officer since December 1, 2023. Mr. 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.

 Our Board of Directors is
comprised of professionals with extensive experience in managing businesses across different industries. We have chosen independent directors
aligned with our vision. We leverage our directors' extensive management capabilities, significant investment experience and global
networks to both identify SEE ID as a potential business combination target and SEE ID as a potential business combination target drive
value in the initial Business Combination.

 Our Board of Directors include:

 Lauren C. Anderson has
served as one of our directors since November 19, 2021. 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.
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. From February 2021 until January 2023, Ms. Anderson has served as an Independent Director
for Imageware, a public biometrics technology company. 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. Ms. Anderson is well-qualified to serve on our Board because of her extensive experience in technology and cybersecurity sectors,
and her leadership experience in the government.

 Shawn Henry has served
as one of our directors since November 19, 2021. Mr. Henry has been at CrowdStrike, Inc. ("CrowdStrike") in various positions
since April 2012. He served as President of CrowdStrike Services and Chief Security Officer of CrowdStrike, Inc. ("CrowdStrike"),
for more than a decade, leading a world-class team of cybersecurity professionals in investigating and mitigating targeted attacks on
corporate and government networks globally. He has been in his current role as Executive Advisor to the CEO and Founder of CrowdStrike
since April 1, 2025. 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, in his final role as Executive Assistant Director,
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 served on the Advisory Boards of the Georgetown
University Law Center Cybersecurity Law Institute from 2016 to 2021; DoControl since 2020, the Anti-Defamation League Center for Technology
and Society since 2016; and the Hofstra University School of Engineering and Applied Science from 2016 until 2024. Mr. Henry served on
the Board of the Global Cyber Alliance from 2015 until 2024. 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. Mr. Henry is well-qualified to serve on our Board
because of his extensive experience in the cybersecurity sector, and his leadership and directorship experience.

 Janice Bryant Howroyd has
served as one of our directors since November 19, 2021. 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.
Ms. Howroyd is well-qualified to serve on our Board because of her employment and talent management experience, as well as her extensive
leadership roles within government entities.

 Stacey Abrams has served
as one of our directors since November 19, 2021. Ms. Abrams has served as the chief executive officer, chief financial officer and secretary
of Sage Works Production, Inc. In addition, Ms. Abrams has served as the founder and executive director of Southern Economic Advancement
Project since 2019. 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 has been the chief executive officer of Sage Works, LLC since September 2002. 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 2016 and as Secretary from 2012 to 2016. Ms. Abrams is also a New York Times best-selling author. 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.

 Business Strategy

 Our business strategy has
been to leverage well-known investment platforms to identify and evaluate a target company for an initial business combination with a
company. On March 18, 2024, we entered into a Business Combination Agreement with SEE ID and the other parties thereto. We believe that
SEE ID exhibits unrecognized value with platform for a consolidation.

 We did not limit our search
to one segment of the technology and cybersecurity industries but will instead target a wide variety of companies that provide an array
of business technical support and solutions. We believe that our management team's extensive experience and demonstrated success
in both investing and operating businesses in this industry has culminated in a unique set of capabilities that will be utilized in generating
stockholder returns in structuring and supporting our initial business combination with SEE ID.

 Following completion of the
initial public offering, our management and advisors have been communicating with their networks of relationships to articulate the parameters
for our search for a target company and a potential business combination and begin the process of evaluating potential opportunities.

 Consistent with our business
strategy, we identified the following general criteria and guidelines that we believe were important in evaluating SEE ID as our prospective
target business.

 has a strong, experienced management team, or a platform to
assemble an effective management team with a track record of driving growth and profitability;

 has a defensible market position, with demonstrated advantages
when compared to its competitors and create barriers to entry against new competitors;

 is at an inflection point, such as requiring additional management
expertise to drive improved financial performance and will benefit from innovative operational techniques;

 is a fundamentally sound company that may be underperforming
its potential;

 exhibits unrecognized value or other favorable characteristics,
generates desirable return on capital, and needs the capital injection to further accelerate the growth;

 offers an attractive risk adjusted returns for our stockholders,
potential upside from growth in the target markets and an improved capital structure as weighed against any identified downside risks;
and

 can benefit from being a publicly traded company, is prepared
to be a publicly traded company, and can utilize access to broader capital markets.

 These criteria were not intended
to be exhaustive. Our evaluation relating to the merits of SEE ID, while based, to the extent relevant, on these general guidelines, was
also based on other considerations, factors and criteria that our management deemed relevant., which we will disclose to the extent relevant
in our stockholder communications related to our initial business combination, in the form of proxy solicitation materials or tender offer
documents that we intend to file with the SEC.

 Sourcing of Potential Business Combination
Targets

 We believe our management
team's significant operating and transaction experience and relationships with companies provided us with a number of potential
business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts
and corporate relationships around the world. This network has grown through our management team sourcing, acquiring, financing and selling
businesses through their relationships with sellers, financing sources and target companies' management teams and through executing
a number of transactions under varying economic and financial market conditions.

 We believe this network provided
our management team with a robust flow of acquisition opportunities where a limited group of investors were invited to participate in
the sale process. In addition, potential acquisition targets were also brought to our attention from various unaffiliated sources, including
investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions.

 While we were not prohibited
from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or officers, or making the
acquisition through a joint venture or other form of shared ownership with our sponsor, directors or officers, none of our sponsor, directors
or officers- are affiliated with SEE ID. In the event that we seek to complete an initial business combination with a target that is affiliated
with our sponsor, directors or officers, we, or a committee of independent and disinterested directors, would obtain an opinion from an
independent investment banking firm that is a member of FINRA or from an independent accounting firm that such an initial business combination
is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

 As more fully discussed in
"Item 10. Directors, Executive Officers and Corporate Governance-Conflicts of Interest," if any of our directors or officers
became aware of a business combination opportunity that fell within the line of business of any entity to which he or she has pre-existing
fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior
to presenting such business combination opportunity to us. Our directors and officers currently have fiduciary duties or contractual obligations
that may take priority over their duties to us.

 Our acquisition and value
creation strategy was to identify and complete our initial business combination with a company:

 in an industry that complements the experience and expertise
of our management team and our Advisors;

 was founded with the clear vision of having powerful and differentiated
relationships with their customers and that has market-leading insight into how their consumers live, what they need, and how to communicate
with them effectively; and

 creates, produces, owns, distributes and/or markets the content,
products and services or facilitates the sharing economy.

 While there were many potential
targets that meet these criteria that could have become attractive public companies with long-term growth potential and attractive competitive
positioning, we selected SEE ID because it satisfied such criteria.

 Our strategy was to leverage
broad expertise, unique networks and the strategic and transaction experience of our management team and Advisors to identify SEE ID as
our target business and to execute the Business Combination, which we believe could result in its overall value enhancement of SEE ID.

 Our management team has experience
in sourcing, structuring, acquiring and selling businesses; fostering relationships with sellers, capital providers and target management
teams; negotiating transactions with terms favorable for investors; executing transactions in multiple geographies and under varying economic
and financial market conditions; and accessing the capital markets, including financing businesses and helping companies transition to
public ownership.

 Our Advisors have experience
in operating companies, setting and changing strategies, and identifying, monitoring and recruiting world-class talent; acquiring and
integrating companies; and developing and growing companies, both organically and through acquisitions, and strategic transactions and
through expanding the product range and geographic footprint of a number of target businesses.

 We further believe that our
unique perspective as a vision driven company ourselves enhanced our attractiveness to SEE ID. We believe that SEE ID sees the value in
working with us as they embark on the path toward public ownership.

 Competitive Strengths

 We believe reputation, sourcing,
valuation, diligence and execution capabilities of our management team and our Advisors provides us with a pipeline of opportunities from
which to evaluate and select SEE ID as our business target.

 Our competitive strengths
include the following:

 Strong Motivation to Fulfill
our Purpose and our Vision. The team we have assembled to execute on capital formation and on an initial business combination, including
our management, Advisors, underwriters, legal advisors, auditors and accountants, have all expressed dedication to our vision and therefore
understand the wider significance and impact of successfully fulfilling it.

 Deep Experience of Advisors.
 We believe that our ability to leverage the experience of our Advisors, who comprise operating executives of companies across multiple
sectors and industries, provides us a distinct advantage in being able to consummate an attractive transaction with SEE ID or another
business target.

 Unique Perspective of Company
Founders. Our management and Advisors have been co-founders, early-stage investors and board members of companies and understand the
perspective of SEE ID's management and board that we believe will facilitate our ability to execute the Business Combination, which
we believe could result in its overall value enhancement of SEE ID.

 Proprietary Sourcing Channels
and Leading Industry Relationships. We believe that the connections and capabilities of our management team, in combination with those
of our Advisors, provided us with a differentiated pipeline of acquisition opportunities in identifying SEE ID as a business target. We
further believe that these sourcing capabilities were bolstered by the reputation and deep industry relationships of our management team
and our Advisors.

 Investing and Transaction
Experience. We believe that our management's track record of identifying and sourcing transactions coupled with our Advisors'
platform that includes professionals with deep expertise across corporate strategy, investing and transaction execution positioned us
well to appropriately evaluate a potential business combination with SEE ID and position it as one that will be well received by the public
markets.

 Execution and Structuring
Capability. We believe that the combined expertise and reputation of our management and our Advisors will allow us to complete the
Business Combination with structural attributes that create an attractive investment thesis. These types of transactions are typically
complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation.
We believe that by focusing our investment activities on these types of transactions, we are able to structure the Business Combination
with an attractive risk/reward profile based on its valuations and structural characteristics.

 Investment Criteria

 We focused on identifying
companies that would benefit from becoming publicly-traded entities. We believe that our business strategy creates a compelling alternative
for a growing company in a traditionally underfunded area to become a public entity and thus gain liquidity, diversify funding sources,
and benefit from public market participation.

 We have developed the following
high-level, non-exclusive investment criteria that we used to screen for and evaluate target businesses, including SEE ID.

 We will seek to acquire a
business that has strong business fundamentals and that:

 Would Benefit Uniquely
from our Capabilities -a business where the collective capabilities of our management and Advisors can be leveraged to tangibly improve
the operations and market position of the target.

 Is Sourced Through our
Proprietary Channels. We did not participate in broadly marketed processes, but rather leveraged our extensive network to source potential
targets.

 Has a Committed and Capable
Management Team -a business with a professional management team whose interests are aligned with those of our investors and complement
the expertise of our founders. Where necessary, we may also look to complement and enhance the capabilities of the target business's
management team by recruiting additional talent through our network of contacts.

 Has the Potential to Grow
Through Further Acquisition Opportunities- a business that has the platform to grow inorganically through acquisitions.

 Offers an Attractive Potential
Return for our Stockholders, weighing potential growth opportunities and operational improvements in the target business against any
identified downside risks.

 These criteria are not intended
to be exhaustive. our evaluation relating to the merits of a particular initial business combination, including our Business Combination
with SEE ID, was based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that
our management deemed relevant, which we will disclose to the extent relevant in our stockholder communications in the form of tender
offer documents or proxy solicitation materials that we intend to file with the SEC.

 Our Acquisition Process

 In evaluating a prospective
target business, including SEE ID, we conducted an extensive due diligence review which encompassed, as applicable and among other things,
meetings with incumbent management and employees, document reviews, and a review of financial and other information about SEE ID and its
industry.

 Each of our directors and
officers own founder shares following the completion of the initial public offering and, accordingly, may have a conflict of interest
in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the
retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect
to our initial business combination.

 Certain of our officers and
directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant
to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or
her fiduciary duties. Subject to his or her fiduciary duties under Delaware law, none of the members of our management team who are also
employed by our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination
of which they become aware. If any of our officers or directors becomes aware of a business combination opportunity that falls within
the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required
to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject
to his or her fiduciary duties under the Delaware General Corporation Law and any other applicable fiduciary duties. Our amended and restated
certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless
such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an
opportunity that we are able to complete on a reasonable basis. Such pre-existing fiduciary duties did not materially affect our search
for an acquisition target, in each case, because the affiliated companies are generally closely held entities controlled by such officer
or director and the nature of the affiliated companies' respective businesses were such that it was unlikely that a conflict would
arise.

 Competition

 In identifying, evaluating
and selecting a target business, we encountered, and may continue to encounter, intense competition from other entities having a business
objective similar to ours, including other blank check companies. Many of these entities are well established and have extensive experience
identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human
and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors.
While we believe that there were numerous potential target businesses that we could acquire with the net proceeds of the initial public
offering and the sale of the private shares, including SEE ID, our ability to compete in acquiring target businesses may be limited by
our available financial resources.

 The following also may not
be viewed favorably by certain target businesses:

 our obligation to seek stockholder approval of a business
combination or engage in a tender offer may delay the completion of a transaction;

 our obligation to redeem or repurchase shares of Class A Common
Stock held by our public stockholders may reduce the resources available to us for a business combination; and

 our outstanding warrants, and the potential future dilution
they represent.

 Any of these factors may place
us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status
as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately
held entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable
terms.

 If we succeed in effecting
the Business Combination, there will be, in all likelihood, intense competition from competitors of SEE ID. We cannot assure you that,
subsequent to the Business Combination, we will have the resources or ability to compete effectively.

 Facilities

 We currently maintain our
principal executive offices at 125 Townpark Drive, Suite 3000, Kennesaw, Georgia 30144. The cost for this space is included in the $10,000
per-month fee to our sponsor. We are charged for general and administrative services commencing on the date of Initial Public Offering
pursuant to a letter agreement between us and our sponsor. We believe, based on rents and fees for similar services, that the fee charged
by our sponsor is at least as favorable as we could have obtained from an unaffiliated person. We consider our current office space adequate
for our current operations.

 Employees

 We have two executive officers.
These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they
deem necessary to our affairs. The amount of time they will devote in any time period will vary based on the stage of the business combination
process the company is in. Accordingly, management has spent, and may continue to spend, more time negotiating and processing the Business
Combination (and consequently spend more time on our affairs) than had been spent prior to locating a target business. We presently expect
our executive officers to devote such amount of time as they reasonably believe is necessary to our business. We do not intend to have
any full-time employees prior to the consummation of a business combination.

 Periodic Reporting and Audited Financial Statements

 We registered our units, Class
A Common Stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly
and current reports with the SEC. In accordance with the requirements of the Exchange Act, this annual report contains financial statements
audited and reported on by our independent registered public accountants.

 We will provide stockholders
with audited financial statements of the prospective target business as part of any proxy solicitation materials or tender offer documents
sent to stockholders to assist them in assessing the target business. These financial statements will need to be prepared in accordance
with or reconciled to United States generally accepted accounting principles or international financial reporting standards as promulgated
by the International Accounting Standards Board. We cannot assure you that SEE ID (or any other particular target business that we may
identify as a potential acquisition candidate) will have the necessary financial statements on a timely basis. To the extent that this
requirement cannot be met, we may not be able to complete our initial business combination.

 We may be required to have
our internal control procedures audited for the fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley Act if we cease
to qualify as a smaller reporting company. SEE ID may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy
of their internal controls by the closing of the Business Combination. The development of the internal controls of any such entity to
achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete an initial business combination.

 Legal Proceedings

 There is no material litigation,
arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

 ITEM 1A. RISK FACTORS

 Risk Factor Summary

 You should consider carefully
all of the risks described below, together with the other information contained in this Form 10-K, before making a decision to invest
in our securities. This Form 10-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could
differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks described
below. Such risks include, but are not limited to:

 being a newly formed company without an operating history
and the identification of material weaknesses in our internal controls over financial reporting;

 any delay in receiving distributions from the trust account;

 lack of opportunity to vote on our proposed business combination;

 lack of protections afforded to investors of other blank check
companies;

 deviation from acquisition criteria in selecting a target
for a business acquisition;

 issuance of equity and/or debt securities to complete a business
combination;

 lack of working capital;

 third-party claims;

 the ability to timely complete a business combination;

 negative interest rate for securities in which we invest the
funds held in the trust account;

 our stockholders being held liable for claims by third parties
against us;

 failure to enforce our sponsor's indemnification obligations;

 warrant holders limited to exercising warrants only on a "cashless
basis;"

 the ability of warrant holders to obtain a favorable judicial
forum for disputes with our company;

 dependence on key personnel;

 conflicts of interest of our sponsor, officers and directors;

 dependence on a single target business with a limited number
of products or services;

 our stockholders' inability to vote or redeem their
shares in connection with our extensions;

 shares being redeemed and warrants becoming worthless;

 our competitors with advantages over us in seeking business
combinations;

 ability to obtain additional financing;

 our initial stockholders controlling a substantial interest
in us;

 a change in control in connection with a business combination

 warrants adverse effect on the market price of our common
stock;

 disadvantageous timing for redeeming warrants;

 registration rights' adverse effect on the market price
of our common stock;

 impact of COVID-19 and related risks;

 business combination with a company located in a foreign jurisdiction;

 changes in laws or regulations;

 tax consequences to business combinations; and

 A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.

 exclusive forum provisions in our amended and restated certificate of incorporation.

 Risks Relating to our Search for, Consummation
of, or Inability to Consummate,

 a Business Combination and Post-Business Combination
Risks

 Our public stockholders may not be afforded
an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate
in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support
such a combination.

 We may choose not to hold
a stockholder vote to approve our initial business combination unless the initial business combination would require stockholder approval
under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other legal reasons.
Except as required by law, the decision as to whether we will seek stockholder approval of a proposed initial business combination or
will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on
a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek
stockholder approval. Even if we seek stockholder approval, the holders of our founder shares will participate in the vote on such approval.
Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of the
initial business combination we complete.

 While we intend to seek stockholder approval
of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business
combination, regardless of how our public stockholders vote.

 Our initial stockholders own
approximately 28% of our outstanding common stock (including the private placement shares) immediately following the completion of the
initial public offering. Our initial stockholders and management team also may from time-to-time purchase Class A Common Stock prior to
our initial business combination. While we intend to seek stockholder approval of an initial business combination, our amended and restated
certificate of incorporation provides that such initial business combination will be approved if we receive the affirmative vote of a
majority of the shares voted at such meeting, including the founder shares. As a result, in addition to our initial stockholders'
founder shares and private placement shares, we would need 8,017,040, or 30.25%, of the 26,500,000 public shares sold in the initial public
offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming
all outstanding shares are voted and the over-allotment option is not exercised). Accordingly, while we intend to seek stockholder approval
of our initial business combination, the agreement by our initial stockholders and management team to vote in favor of our initial business
combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.

 An investor's only opportunity to affect
the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares
from us for cash.

 At the time of an investment
in us, investors were not provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since
our board of directors may complete a business combination without seeking stockholder approval (although, we do not intend to do so as
of the date of this Annual Report), our public stockholders may not have the right or opportunity to vote on the business combination,
unless we seek such stockholder vote. Accordingly, an investor's only opportunity to affect the investment decision regarding our
initial business combination may be limited to exercising redemption rights within the period of time (which will be at least 20 business
days) set forth in our proxy or tender offer documents mailed to our public stockholders in which we describe our initial business combination.

 The ability of our public stockholders to redeem
their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult
for us to complete the Business Combination.

 The Business Combination Agreement
provides as a condition to closing that we have cash and cash equivalents of not less than $6 million, including the cash available in
Shoulder Up's trust account and the proceeds from any financing after deducting all transaction expenses of Shoulder Up and SEE ID
(including its change of control payments), and Shoulder Up's liabilities not exceeding $250,000 at the effective time of the Business
Combination. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and,
as a result, would not be able to proceed with the Business Combination. Furthermore, in no event will we redeem our public shares in
an amount that would cause our net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption
requests would cause our net tangible assets to be less than $5,000,001 or make us unable to satisfy a minimum cash condition as described
above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business
combination. These risks may make it difficult for us to complete the Business Combination.

 The ability of our public stockholders to exercise
redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or
optimize our capital structure.

 We do not know how many stockholders
may exercise their redemption rights in connection with the approval and closing of the Business Combination, and therefore needed to
structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. The Business Combination
Agreement requiring us to have a minimum amount of cash at closing as a condition to closing, requires that we reserve a portion of the
cash in the trust account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares is
submitted for redemption than we initially expected, we may need to restructure the Business Combination to reserve a greater portion
of the cash in the trust account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity
issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that
the anti-dilution provision of the founder shares results in the issuance of shares of Class A Common Stock on a greater than one-to-one
basis upon conversion of the founder shares at the time of the Business Combination. In addition, the amount of the deferred underwriting
commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection with the initial Business Combination.
The per share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred
underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire
deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination
available to us or optimize our capital structure.

 The ability of our public stockholders to exercise
redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would
be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

 The Business Combination Agreement
requires us to have a minimum amount of cash at closing, therefore, the probability that our initial business combination could be unsuccessful
is increased. If our initial Business Combination is unsuccessful, you would not receive your pro rata portion of the trust account until
we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however,
at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer
a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we
liquidate or you are able to sell your shares in the open market.

 The requirement that we complete our initial
business combination on or before May 31, 2025 after the closing of the initial public offering (or up to any extension period, if applicable)
may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to
conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine
our ability to complete our initial business combination on terms that would produce value for our stockholders.

 Any potential target business
with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination
on or before May 31, 2025 or during any extension period.

 Consequently, such target
business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination
with that particular target business, we may be unable to complete our initial business combination with any target business. This risk
will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may
enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

 We may not be able to complete our initial
business combination on or before May 31, 2025 or during any extension period, in which case we would cease all operations except for
the purpose of winding up and we would redeem our public shares and liquidate.

 We may not be able to find
a suitable target business and complete our initial business combination on or before May 31, 2025 or during any extension period. Our
ability to complete our initial business combination may be adversely impacted by general market conditions, volatility in the capital
and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any),
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our
board of directors, liquidate and dissolve, subject in each case, to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law.

 Our ability to complete a business combination,
and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus
(COVID-19) pandemic.

 The COVID-19 pandemic could
continue to, and other infectious diseases could in the future, adversely affect the economies and financial markets worldwide, and the
business of any potential target business with which we consummate a business combination could be materially and adversely affected.
Furthermore, we may be unable to complete the Business Combination if continued concerns relating to COVID-19 restrict travel, limit the
ability to have meetings with potential investors or the target company's personnel, vendors and services providers are unavailable
to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination
will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning
the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or
other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations
of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

 If we seek stockholder approval of the Business
Combination, our sponsor, initial stockholders, directors, executive officers and their affiliates may elect to purchase shares or public
warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public "float"
of our Class A Common Stock.

 If we seek stockholder approval
of the Business Combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender
offer rules, our sponsor, initial stockholders, directors, executive officers or their affiliates may purchase shares or public warrants
in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination,
although they are under no obligation to do so. There is no limit on the number of shares our initial stockholders, directors, officers
or their affiliates may purchase in such transactions, subject to compliance with applicable law and the NYSE rules. However, other than
as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated
any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants
in such transactions. Such purchases may include a contractual acknowledgment that such stockholder, although still the record holder
of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

 In the event that our sponsor,
initial stockholders, directors, executive officers or their affiliates purchase shares in privately negotiated transactions from public
stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their
prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business
combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing
condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our
initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of
public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the
warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the
completion of our initial business combination that may not otherwise have been possible. We expect any such purchases will be reported
pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

 In addition, if such purchases
are made, the public "float" of our Class A Common Stock or public warrants and the number of beneficial holders of our securities
may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities
exchange.

 If a stockholder fails to receive notice of
our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for
tendering its shares, such shares may not be redeemed.

 We will comply with the proxy
rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our
compliance with these rules, if a stockholder fails to receive our proxy materials or tender offer documents, as applicable, such stockholder
may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that
we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures
that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public
stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name,"
to, at the holder's option, either deliver their stock certificates to our transfer agent, or to deliver their shares to our transfer
agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy
materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In
addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption
of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which
the name of the beneficial owner of such shares is included. In the event that a stockholder fails to comply with these or any other procedures
disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

 Stockholders will not have any rights or interests
in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced
to sell your public shares or warrants, potentially at a loss.

 Our public stockholders will
be entitled to receive funds from the trust account only upon the earlier to occur of (i) our completion of an initial business combination,
and then only in connection with those shares of Class A Common Stock that such stockholder properly elected to redeem, subject to the
limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend
our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public
shares if we do not complete our initial business combination within 18 months from the closing of the initial public offering or during
any extension period or with respect to any other material provisions relating to stockholders' rights (including redemption rights)
or pre-initial business combination activity, or (iii) the redemption of our public shares if we are unable to complete an initial business
combination within 18 months from the closing of the initial public offering or during any extension period, subject to applicable law
and as further described herein. In addition, if our plan to redeem our public shares if we are unable to complete an initial business
combination within 18 months from the closing of the initial public offering is not completed for any reason, compliance with Delaware
law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds
held in our trust account. In that case, public stockholders may be forced to wait beyond 18 months from the closing of the initial public
offering and any extension period, if applicable, before they receive funds from our trust account. In no other circumstances will a public
stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held
in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares
or warrants, potentially at a loss.

 Stockholders will not be entitled to protections
normally afforded to investors of many other blank check companies.

 Since the net proceeds of
the initial public offering and the sale of the private placement units are intended to be used to complete an initial business combination
with a target business that has not been selected, we may be deemed to be a "blank check" company under the United States
securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the completion of the initial public offering
and the sale of the private placement units and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating
this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly,
investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately
tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419.
Moreover, if the initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds
held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion
of an initial business combination.

 As the number of special purpose acquisition
companies evaluating targets increases, there may be more competition for attractive targets. This could increase the cost of our initial
Business Combination and could even result in our inability to consummate the Business Combination.

 In recent years, the number
of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose
acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition
companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result,
it may require more time, more effort and more resources to consummate an initial business combination.

 In addition, because there
are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition
for available targets with attractive fundamentals or business models has increases, which could have resulted in improved financial terms
for SEE ID. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical
tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination.
Such factors could increase the cost of, delay or otherwise complicate or frustrate our ability to consummate the initial Business Combination,
and may result in our inability to consummate the initial Business Combination on terms favorable to our investors altogether.

 Changes in the market for directors'
and officers' liability insurance could make it more difficult and more expensive for us to negotiate and complete the initial Business
Combination.

 In recent months, the market
for directors' and officers' liability insurance for special purpose acquisition companies has changed. Fewer insurance companies
are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and
the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.

 The increased cost and decreased
availability of directors' and officers' liability insurance could make it more difficult and more expensive for the initial
Business Combination. In order to obtain directors' and officers' liability insurance or modify its coverage as a result of
becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both.
However, any failure to obtain adequate directors' and officers' liability insurance could have an adverse impact on the post-business
combination's ability to attract and retain qualified officers and directors.

 In addition, even after we
were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims
arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors
and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims ("run-off
insurance"). The need for run-off insurance would be an added expense for the post-business combination entity and could interfere
with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

 Because of our limited resources and the significant
competition for business combination opportunities, it may be more difficult for us to complete our initial Business Combination. If we
are unable to complete our initial Business Combination, our public stockholders may receive only their pro rata portion of the funds
in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.

 We have encountered competition
from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater
technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. Our ability to compete not only in attracting our business combination
target, but in completing the Business Combination will be limited by our available financial resources. This inherent competitive limitation
gives others an advantage in pursuing the acquisition of target businesses. Furthermore, we are obligated to offer holders of our public
shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a stockholder vote
or via a tender offer. Any of these obligations may place us at a competitive disadvantage in successfully completing the Business Combination.
If we are unable to complete our initial business combination, our public stockholders may receive only their pro rata portion of the
funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.

 If the net proceeds of the initial public offering
and the sale of the private placement units not being held in the trust account are insufficient to allow us to operate for at least May
31, 2025 or during any extension period, it could limit the amount available to fund our search for a target business or businesses and
complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete
our initial business combination.

 Of the net proceeds of the
initial public offering and the sale of the private placement units, only $1,675,000 will be available to us initially outside the trust
account to fund our working capital requirements. We believe that, upon closing of the initial public offering, the funds available to
us outside of the trust account will be sufficient to allow us to operate for at least the 18 months following such closing or during
any extension period; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion
of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion
of the funds as a down payment or to fund a "no-shop" provision (a provision in letters of intent or merger agreements designed
to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable
to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to
do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business
and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds
to continue searching for, or conduct due diligence with respect to, a target business.

 In the event that our offering
expenses exceed our estimate of $525,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount
of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering
expenses are less than our estimate of $525,000, the amount of funds we intend to be held outside the trust account would increase by
a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. If we are
required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate
or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation
to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from
funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into units
of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the
private placement units. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other
than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver
against any and all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination
because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently,
our public stockholders may only receive an estimated $10.20 per share, or possibly less, on our redemption of our public shares, and
our warrants will expire worthless.

 We have identified material weaknesses in our
internal controls over financial reporting. The material weaknesses have adversely affected, and could continue to adversely affect, our
ability to report our results of operations and financial condition accurately and in a timely manner.

 Our management is responsible
for establishing and maintaining adequate internal controls over financial reporting designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any
changes and material weaknesses identified through such evaluation of those internal controls. A material weakness is a deficiency, or
a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 For the year ended December 31, 2024, we identified the material weakness
in our internal control over financial reporting related to the following as of December 31, 2024:

 a material weakness in internal controls related to failures in reporting period closing that could led to understatement of the Company's liabilities;

 As a result of the identified
material weakness, our management concluded that our internal controls over financial reporting was not effective as of December 31, 2024.

 To respond to the material
weaknesses, we devoted significant effort and resources to the remediation and improvement of our internal controls over financial reporting
that include increasing communication among our personnel and third-party professionals with whom we consult regarding the application
of accounting principles to the Company's transactions, the establishment of bank accounts to segregate proceeds withdrawn from
the Trust Account, and the review and approval of transactions involving the Trust Account. We can offer no assurance that these initiatives
will ultimately have the intended effects.

 Any failure to maintain such
internal controls could adversely impact our ability to report our financial position and results from operations on a timely and accurate
basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our
financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which
our ordinary shares is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on
our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which
could have a negative effect on the trading price of our ordinary shares.

 We can give no assurance that
the measures we have taken will remediate the material weaknesses identified or that any additional material weaknesses will not arise
in the future due to a failure to implement and maintain adequate internal controls over financial reporting or circumvention of these
controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures
may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

 Subsequent to our completion of the initial
Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have
a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you
to lose some or all of your investment.

 Even though we conducted extensive
due diligence on SEE ID, we cannot assure you that this diligence will identify all material issues that may be present, that it would
be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the control of SEE
ID and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets,
restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence
successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent
with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity,
the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition,
charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing
debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter.
Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination
could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such
reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of
a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that
the proxy materials or tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement
or material omission.

 If third parties bring claims against us, the
proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20
per share.

 Our placing of funds in the
trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers
(other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business
execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the
benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not
be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary
responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain
advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute
an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives
are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party's
engagement would be in the best interests of the company under the circumstances. The underwriters of the initial public offering as well
as our independent registered public accounting firm will not execute agreements with us waiving such claims to the monies held in the
trust account.

 Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee
that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we
are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in
connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived
that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public
stockholders could be less than the $10.20 per public share initially held in the trust account, due to claims of such creditors. Pursuant
to the letter agreement, the form of which is filed as an exhibit to the registration statement, our sponsor has agreed that it will be
liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business
with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement,
reduce the amount of funds in the trust account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public
share held in the trust account as of the date of the liquidation of the trust account, if less than $10.20 per public share due to reductions
in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable)
nor will it apply to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including
liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have
we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor's
only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.
As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination
and redemptions could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business
combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers
or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 Our directors may decide not to enforce the
indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution
to our public stockholders.

 In the event that the proceeds
in the trust account are reduced below the lesser of (i) $10.20 per share and (ii) the actual amount per public share held in the trust
account as of the date of the liquidation of the trust account if less than $10.20 per public share due to reductions in the value of
the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its obligations or that it has
no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against
our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action
on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising
their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors
choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public
stockholders may be reduced below $10.20 per share.

 We may not have sufficient funds to satisfy
indemnification claims of our directors and executive officers.

 We have agreed to indemnify
our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right,
title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any
reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside
of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may
discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder's investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

 If, after we distribute the proceeds in the
trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that
is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having
breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive
damages.

 If, after we distribute the
proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed
against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy
laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek
to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its
fiduciary duty to our creditors and/or having acted in bad faith, by paying public stockholders from the trust account prior to addressing
the claims of creditors, thereby exposing itself and us to claims of punitive damages.

 If, before distributing the proceeds in the
trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that
is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount
that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

 If, before distributing the
proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed
against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included
in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any
bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with
our liquidation may be reduced.

 Our stockholders may be held liable for claims
by third parties against us to the extent of distributions received by them upon redemption of their shares.

 Under the DGCL, stockholders
may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.
The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event
we do not complete our initial business combination within 18 months from the closing of the initial public offering or during any extension
period may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in
Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period
during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any
claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability
of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the
claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of
the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 15 month from the
closing of the initial public offering or during any extension period in the event we do not complete our initial business combination
and, therefore, we do not intend to comply with the foregoing procedures.

 Because we will not be complying
with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for
our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our
dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching
for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers,
etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution.
We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could
potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders
may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public
stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 18 months
from the closing of the initial public offering or during any extension period is not considered a liquidating distribution under Delaware
law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may
bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations
for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of
a liquidating distribution.

 Because we were neither limited to evaluating
a target business in a particular industry sector, stockholders will be unable to ascertain the merits or risks of SEE ID's operations.

 Our efforts to identify a
prospective initial business combination target were not limited to a particular industry, sector or geographic region. Our management
team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of
sectors. Our amended and restated certificate of incorporation prohibits us from effectuating a business combination with another blank
check company or similar company with nominal operations. To the extent we complete our initial Business Combination, we may be affected
by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business
or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations
of a financially unstable or a development stage entity. Although our officers and directors endeavored to evaluate the risks inherent
in SEE ID, we cannot assure you that we properly ascertained or assessed all of the significant risk factors. Furthermore, some of these
risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact
a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than
a direct investment, if such opportunity were available, in SEE ID. Accordingly, any stockholders or warrant holders who choose to remain
stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such stockholders
or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully
bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the business
combination contained an actionable material misstatement or material omission.

 We may seek business combination opportunities
in industries or sectors that may be outside of our management's areas of expertise.

 Although our management endeavored
to evaluate the risks inherent in our potential business combination candidates, we cannot assure you that we adequately ascertained or
assessed all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be
less favorable to investors in the initial public offering than a direct investment, if an opportunity were available, in SEE ID. To the
extent the Business Combination was outside of the areas of our management's expertise, our management's expertise may not
be directly applicable to its evaluation or operation of SEE ID, and the information contained in this Form 10-K regarding the areas of
our management's expertise would not be relevant to an understanding of the business of SEE ID. As a result, our management may
not have been able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any stockholders who choose to remain
stockholders following our initial business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely
to have a remedy for such reduction in value.

 Although we have identified general criteria
and guidelines that we believe were important in evaluating prospective target businesses, our initial Business Combination may not meet
all such criteria and guidelines, and as a result, our initial Business Combination may not have attributes entirely consistent with our
general criteria and guidelines.

 Although we identified general
criteria and guidelines for evaluating prospective /target businesses, SEE ID may not have all of these positive attributes. If we complete
our initial Business Combination and SEE ID does not meet some or all of these guidelines, such combination may not be as successful as
a combination with a business that does meet all of our general criteria and guidelines. In addition, to the extent our Business Combination
does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make
it difficult for us to meet the closing conditions of the Business Combination Agreement to have a certain amount of cash. In addition,
if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal
reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does
not meet our general criteria and guidelines. If we are unable to complete our initial Business Combination, our public stockholders may
only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and
our warrants will expire worthless.

 We may seek business combination opportunities
with an early-stage company, a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings,
which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

 To the extent we complete
our initial business combination with an early-stage company, a financially unstable business or an entity lacking an established record
of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks
include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings,
intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate
the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors
and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave
us with no ability to control or reduce the chances that those risks will adversely impact a target business.

 We are not required to obtain an opinion from
an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent
source that the price we are paying for the business is fair to our stockholders from a financial point of view.

 Unless we complete our initial
business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target
business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent
investment banking firm or from another independent entity that commonly renders valuation opinions that the price we are paying is fair
to our stockholders from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our
board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards
used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.

 Because we must furnish our stockholders with
target business financial statements, we may have difficulty completing our initial Business Combination.

 The federal proxy rules require
that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement
disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they
are required under the tender offer rules. These financial statements are required to be prepared in accordance with, or be reconciled
to, accounting principles generally accepted in the United States of America ("GAAP"), or international financial reporting
standards as issued by the International Accounting Standards Board ("IFRS"), depending on the circumstances and the historical
financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United
States) ("PCAOB"). These financial statement requirements may increase the risk that we are not able to complete our initial
Business Combination because SEE ID may be unable to provide such financial statements in time for us to disclose such statements in accordance
with federal proxy rules and complete our initial Business Combination within the prescribed time frame.

 Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate our initial Business Combination, require substantial financial and management resources,
and increase the time and costs of completing an initial business combination.

 Section 404 of the Sarbanes-Oxley
Act requires that we evaluate and report on our system of internal controls beginning as soon as this Annual Report on Form 10-K and,
if we cease to qualify as a smaller reporting company, will require that we have such system of internal controls audited beginning with
our next Annual Report on Form 10-K. If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny,
civil or criminal penalties and/or stockholder litigation. Any inability to provide reliable financial reports could harm our business.
Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company,
will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over
financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent
registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank
check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public
companies because a target business with which we seek to complete our initial business combination may not be in compliance with the
provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such
entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

 We do not have a specified maximum redemption
threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which
a substantial majority of our stockholders or warrant holders do not agree.

of incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in
an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination
may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners; (ii) cash for working capital
or other general corporate purposes; or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete
our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have
redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection
with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their
shares to our sponsor, officers, directors or any of their affiliates. In the event the aggregate cash consideration we would be required
to pay for all shares of Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions
pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the
business combination or redeem any shares in connection with such initial business combination, all shares of Class A Common Stock submitted
for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

 In order to effectuate the initial Business
Combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing
instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate
of incorporation or governing instruments in a manner that will make it easier for us to complete our initial Business Combination that
our stockholders may not support.

 In order to effectuate the
Business Combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and
governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition
of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with
respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities.
Amending our amended and restated certificate of incorporation will require the approval of holders of 65% of our common stock, and amending
our warrant agreement will require a vote of holders of at least a majority of our outstanding warrants (other than to lower the exercise
price of the warrants or extend the duration of the exercise period of the warrants). In addition, our amended and restated certificate
of incorporation requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose
an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100%
of our public shares if we do not complete an initial business combination within 18 months of the closing of the initial public offering
or during any extension period or with respect to any other material provisions relating to stockholders' rights (including redemption
rights) or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the
nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the
affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate
an initial business combination in order to effectuate our initial business combination.

 The provisions of our amended and restated
certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing
the release of funds from our trust account) may be amended with the approval of holders of 65% of our common stock, which is a lower
amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended
and restated certificate of incorporation to facilitate the completion of an initial business combination that some of our stockholders
may not support.

of incorporation provides that any of its provisions related to pre-business combination activity (including the requirement to deposit
proceeds of the initial public offering and the sale of private placement units into the trust account and not release such amounts except
in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by
holders of 65% of our common stock entitled to vote thereon and corresponding provisions of the trust agreement governing the release
of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we amend
such provisions of our amended and restated certificate of incorporation, we will provide our public stockholders with the opportunity
to redeem their public shares in connection with a stockholder meeting. In all other instances, our amended and restated certificate of
incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable
provisions of the DGCL or applicable stock exchange rules. Our initial stockholders, who will collectively beneficially own approximately
28% of our common stock upon the closing of the initial public offering (assuming they do not purchase any units in the initial public
offering), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will
have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated
certificate of incorporation which govern our pre-business combination behavior more easily than some other special purpose acquisition
companies, and this may increase our ability to complete a business combination with which you do not agree. Our stockholders may pursue
remedies against us for any breach of our amended and restated certificate of incorporation.

 Our sponsor, executive officers
and directors have agreed, pursuant to written agreements with us, that they will not propose any amendment to our amended and restated
certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete
our initial business combination within 18 months from the closing of the initial public offering or during any extension period or with
respect to any other material provisions relating to stockholders' rights (including redemption rights) or pre-initial business
combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A Common Stock upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have
the ability to pursue remedies against our sponsor, executive officers, directors or director nominees for any breach of these agreements.
As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

 Certain agreements related to the initial public
offering may be amended without stockholder approval.

 Each of the agreements related
to the initial public offering to which we are a party, other than the warrant agreement and the investment management trust agreement,
may be amended without stockholder approval. Such agreements are: the underwriting agreement; the letter agreement among us and our initial
stockholders, sponsor, officers and directors; the registration rights agreement among us and our initial stockholders; the private placement
units purchase agreement between us and our sponsor; and the administrative services agreement among us, our sponsor and an affiliate
of our sponsor. These agreements contain various provisions that our public stockholders might deem to be material. For example, our letter
agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, private placement units
and other securities held by our initial stockholders, sponsor, officers and directors. Amendments to such agreements would require the
consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons,
including to facilitate our initial business combination. While we do not expect our board of directors to approve any amendment to any
of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business
judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any amendment entered into
in connection with the consummation of our initial business combination will be disclosed in our proxy materials or tender offer documents,
as applicable, related to such initial business combination, and any other material amendment to any of our material agreements will be
disclosed in a filing with the SEC. Any such amendments would not require approval from our stockholders, may result in the completion
of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment
in our securities. For example, amendments to the lock-up provision discussed above may result in our initial stockholders selling their
securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.

 We may be unable to obtain additional financing
to complete our initial Business Combination or to fund the operations and growth of SEE ID, which could compel us to restructure or abandon
the Business Combination.

 The Business Combination Agreement
provides as a condition to closing that we have cash and cash equivalents of not less than $6 million, including the cash available in
Shoulder Up's trust account and the proceeds from any financing after deducting all transaction expenses of Shoulder Up and SEE ID
(including its change of control payments), and Shoulder Up's liabilities not exceeding $250,000 at the effective time of the Business
Combination. As a result, if there are not sufficient proceeds in the trust account, net of amounts needed to satisfy any redemption by
public stockholders, we may be required to seek additional financing to complete the initial Business Combination. We cannot assure you
that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable
when needed to complete the initial Business Combination, we would be compelled to either restructure the transaction or abandon the Business
Combination and seek an alternative target business candidate or liquidate. Further, we may be required to obtain additional financing
in connection with the closing of the initial Business Combination for general corporate purposes, including for maintenance or expansion
of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing the
initial Business Combination, or to fund the purchase of other companies. If we are unable to complete our initial Business Combination,
our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution
to public stockholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our
initial Business Combination, we may require such financing to fund the operations or growth of SEE ID. The failure to secure additional
financing could have a material adverse effect on the continued development or growth of SEE ID. None of our officers, directors or stockholders
is required to provide any financing to us in connection with or after our initial business combination.

 Our initial stockholders control a substantial
interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do
not support.

 Upon closing of the initial
public offering, our initial stockholders will own approximately 28% of our issued and outstanding common stock (assuming they do not
purchase any units in the initial public offering). Accordingly, they may exert a substantial influence on actions requiring a stockholder
vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation.
If our initial stockholders purchase any units in the initial public offering or if our initial stockholders purchase any additional Class
A Common Stock in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial stockholders
nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed
in this Form 10-K. Factors that would be considered in making such additional purchases would include consideration of the current trading
price of our Class A Common Stock. In addition, our board of directors, whose members were elected by our sponsor, is and will be divided
into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each
year. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our initial business combination,
in which case all of the current directors will continue in office until at least the completion of the business combination. If there
is an annual meeting, as a consequence of our "staggered" board of directors, only a minority of the board of directors will
be considered for election and our initial stockholders, because of their ownership position, will have considerable influence regarding
the outcome. Accordingly, our initial stockholders will continue to exert control at least until the completion of our initial business
combination.

 Our initial business combination and our structure
thereafter may not be tax-efficient to our stockholders and warrant holders. As a result of our business combination, our tax obligations
may be more complex, burdensome and uncertain.

 Although we attempted to structure
our initial Business Combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are
uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection
with our initial Business Combination and subject to any requisite stockholder approval, we may structure the Business Combination in
a manner that requires stockholders and/or warrant holders to recognize gain or income for tax purposes. We do not intend to make any
cash distributions to stockholders or warrant holders to pay taxes in connection with our business combination or thereafter. Accordingly,
a stockholder or a warrant holder may need to satisfy any liability resulting from our initial business combination with cash from its
own funds or by selling all or a portion of the shares received. In addition, stockholders and warrant holders may also be subject to
additional income, withholding or other taxes with respect to their ownership of us after our initial Business Combination.

 In addition, SEE ID may commence
business operations outside of the United States, and possibly, business operations in multiple jurisdictions, which could be subject
to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries
related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened
risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing authorities. This additional complexity and risk
could have an adverse effect on our after-tax profitability and financial condition.

 A new 1% U.S. federal excise tax could be imposed
on us in connection with redemptions by us of our shares.

 On August 16, 2022, President
Biden signed into law the Inflation Reduction Act of 2022 (the "Inflation Reduction Act"), which, among other things, imposes
a 1% excise tax on the fair market value of stock repurchased by a domestic corporation beginning in 2023, with certain exceptions (the
"Excise Tax"). The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry
out and prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. Because we are a Delaware corporation,
we believe we are a "covered corporation" within the meaning of the Inflation Reduction Act, and while not free from doubt,
it is possible that the Excise Tax will apply to any redemptions of our common stock effectuated after December 31, 2022, including redemptions
in connection with an initial business combination and any amendment to our certificate of incorporation to extend the time to consummate
an initial business combination, unless an exemption is available or the fair market value of stock repurchased or redeemed is offset
by other equity issuances occurring within the same taxable year of such redemptions. Consequently, the value of your investment in our
securities may be affected as a result of the Excise Tax. Further, the application of the Excise Tax in the event of a liquidation is
uncertain absent further guidance. On April 20, 2023, the Company's stockholders redeemed 25,845,428 shares of the Company's
Class A common stock for a total of $269,597,445. On November 17, 2023, the Company's stockholders redeemed 2,170,004 shares of
the Company's Class A common stock for a total of $22,904,010. On May 17, 2024, the Company's stockholders redeemed 1,125,154 shares
of the Company's Class A common stock for a total of $12,190,859. On November 19, 2024, the Company's stockholders redeemed
349,505 shares of the Company's Class A common stock for a total of $3,841,059. On December 30, 2024, the Company's stockholders
redeemed 1,080 shares of the Company's Class A common stock for a total of $11,824. Management has evaluated the requirements
of the IR Act and the Company's operations at the end of the reporting period and has determined that a liability of $3,415,525
should be recorded for the excise tax in connection with the above-mentioned redemptions as of December 31, 2024. This liability will
be reviewed and remeasured at each reporting period. Further, the Company has agreed that any such Excise Taxes shall not be paid from
the interest earned on the funds held in the Trust Account. We anticipate that the Excise Taxes will be paid with funds from the financings
anticipated to be put in place at the time of the closing of the Business Combination; although, there are no assurances that such financing
will be obtained or, if obtained, will be sufficient to satisfy the full amount of the obligation, in which case, the Company will need
to obtain an agreement to assume such liabilities from its business combination target or obtain additional financing from the sponsor
or other sources.

 Resources could be wasted in researching business
combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we are unable to complete our initial business combination, our public stockholders may only receive their pro rata portion
of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.

 Before entering into the Business
Combination Agreement, we investigated other target business and negotiated, drafted and executed other instruments that required substantial
management time and attention and substantial costs for accountants, attorneys and others. The costs incurred in connection with such
other potential business combinations likely will not be recoverable.

 Furthermore, we may fail to
complete our initial Business Combination for any number of reasons including those beyond our control. Any such event will result in
a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge
with another business. If we are unable to complete our initial business combination, our public stockholders may only receive their pro
rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire
worthless.

 Our key personnel may negotiate employment
or consulting agreements with a target business in connection with a particular business combination, and a particular business combination
may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation
following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular
business combination is the most advantageous.

 Our key personnel may be able
to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting
agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the
business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities
for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel's
retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their
motivation in identifying and selecting a target business, subject to their fiduciary duties under Delaware law.

 We may have a limited ability to assess the
management of a prospective target business and, as a result, may effect our initial Business Combination with a target business whose
management may not have the skills, qualifications or abilities to manage a public company.

 When evaluating the desirability
of effecting our initial business combination with a prospective target business, our ability to assess SEE ID's management may
be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business's management,
therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should SEE ID's
management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability
of the post-combination business may be adversely impacted. Accordingly, any stockholders or warrant holders who choose to remain stockholders
or warrant holders following the business combination could suffer a reduction in the value of their securities. Such stockholders or
warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully
bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business
combination contained an actionable material misstatement or material omission.

 The officers and directors of SEE ID may resign
upon completion of our initial Business Combination. The loss of SEE ID's key personnel could adversely impact the operations and
profitability of our post-combination business.

 The role of SEE ID's
key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that
certain members of SEE ID's management team will remain associated with it following the Business Combination, it is possible that
members of the management of SEE ID will not wish to remain in place.

 If SEE ID's management following the
initial Business Combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with
such laws, which could lead to various regulatory issues.

 Following the initial Business
Combination, our management is not expected to continue to serve as officers of post-combination company, and the management of SEE ID
at the time of the Business Combination could remain in place. SEE ID's management may not be familiar with U.S. securities laws.
If SEE ID's management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with
such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

 We may issue notes or other debt securities,
or otherwise incur substantial debt, to complete the Business Combination, which may adversely affect our leverage and financial condition
and thus adversely impact the value of our stockholders' investment in us.

 Although we have no commitments
as of the date of this Form 10-K to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to
incur substantial debt to complete the initial Business Combination. We and our officers have agreed that we will not incur any indebtedness
unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust
account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless,
the incurrence of debt could have a variety of negative effects, including:

 default and foreclosure on our assets if our operating revenues
after an initial business combination are insufficient to repay our debt obligations;

 acceleration of our obligations to repay the indebtedness
even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant;

 our immediate payment of all principal and accrued interest,
if any, if the debt is payable on demand;

 our inability to obtain necessary additional financing if
the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

 our inability to pay dividends on our Class A Common Stock;

 using a substantial portion of our cash flow to pay principal
and interest on our debt, which will reduce the funds available for dividends on our Class A Common Stock if declared, expenses, capital
expenditures, acquisitions and other general corporate purposes;

 limitations on our flexibility in planning for and reacting
to changes in our business and in the industry in which we operate;

 increased vulnerability to adverse changes in general economic,
industry and competitive conditions and adverse changes in government regulation; and

 limitations on our ability to borrow additional amounts for
expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.

 We may only be able to complete one business
combination with the proceeds of the initial public offering and the sale of the private placement units, which will cause us to be solely
dependent on a single business which may have a limited number of products or services. This lack of diversification may adversely impact
our operations and profitability.

 The net proceeds from the
initial public offering and the sale of the private placement units provided us with of $296,475,000 that we may use to complete our initial
business combination (after taking into account the $11,200,000 of deferred underwriting commissions being held in the trust account,
but before taking into account any accrued interest thereon).

 We may effectuate our initial
business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However,
we may not be able to effectuate our initial business combination with more than one target business because of various factors, including
the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that
present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By
completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic,
competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading
of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different
industries or different areas of a single industry. Accordingly, the prospects for our success may be:

 solely dependent upon the performance of a single business,
property or asset, or

 dependent upon the development or market acceptance of a single
or limited number of products, processes or services.

 This lack of diversification
may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon
the particular industry in which we may operate subsequent to our initial business combination.

 We may attempt to simultaneously complete business
combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise
to increased costs and risks that could adversely impact our operations and profitability.

 If we determine to simultaneously
acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its
business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay
our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including
additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers)
and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies
in a single operating business. If we are unable to adequately address these risks, it could adversely impact our profitability and results
of operations.

 SEE ID a private company about which little
information is publicly available, which may result in a Business Combination that is not as profitable as we suspected, if at all.

 SEE ID is a privately held
company. Very little public information generally exists about it, and our decision on whether to pursue the initial Business Combination
may be made on the basis of limited information, which may result in the Business Combination not being as profitable as we suspected,
if at all.

 We may issue our shares to investors in connection
with the Business Combination at a price that is less than the prevailing market price of our shares at that time.

 In connection with the Business
Combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00 per
share or which approximates the per-share amounts in our trust account at such time, which is generally approximately $10.20. The purpose
of such issuances will be to enable us to provide sufficient liquidity to the post-business combination entity. The price of the shares
we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time.

 We may engage the underwriter or its affiliates
to provide additional services to us, which may include acting as financial advisor in connection with an initial business combination
or as placement agent in connection with a related financing transaction. The underwriter is entitled to receive deferred commissions
that will be released from the trust only on a completion of an initial business combination. These financial incentives may cause the
underwriter to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection
with the sourcing and consummation of an initial business combination.

 We may engage the underwriter
or its affiliates to provide additional services to us, including, for example, identifying potential targets, providing financial advisory
services, acting as a placement agent in a private offering or arranging debt financing. We may pay the underwriter or its affiliates
fair and reasonable fees or other compensation that would be determined at that time in an arm's length negotiation; provided that
no agreement will be entered into with the underwriter or its affiliates and no fees or other compensation for such services will be paid
to the underwriter or its affiliates, unless such payment would not be deemed underwriting compensation in connection with the initial
public offering. The underwriter is also entitled to receive deferred commissions that are conditioned on the completion of an initial
business combination. The fact that the underwriter or its affiliates' financial interests are tied to the consummation of a business
combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential
conflicts of interest in connection with the sourcing and consummation of an initial business combination.

 Risks Relating to our Sponsor and Management
Team

 Our ability to successfully effect the Business
Combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following
our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination
business.

 Our ability to successfully
effect the Business Combination is dependent upon the efforts of our key personnel. We expect that all of the management of SEE ID will
remain in place. While we closely scrutinized the individuals we expect to compose the management of the post-combination company, we
cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements
of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with
such requirements. In addition, the officers and directors of an initial business combination candidate may resign upon completion of
our initial business combination. The departure of an initial business combination target's key personnel could negatively impact
the operations and profitability of our post-combination business. The role of an initial business combination candidate's key personnel
upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members
of SEE ID's management team will remain associated with the post-combination company, it is possible that members of the management
of SEE ID will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of the
post-combination business.

 We are dependent upon our executive officers
and directors and their departure could adversely affect our ability to operate.

 Our operations are dependent
upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends
on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition,
our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have
conflicts of interest in allocating their time among various business activities, including identifying potential business combinations
and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our
directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have
a detrimental effect on us.

 The nominal purchase price paid by our sponsor
for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business
combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business
combination, even if the business combination causes the trading price of our common shares to materially decline.

 While we offered our units
at an offering price of $10.00 per unit and the amount in the trust account at December 31, 2024 was approximately 11.00 per public share,
our sponsor paid only a nominal aggregate purchase price of $25,000 for the founder shares, or $0.00239234 per share. As a result, the
value of your public shares may be significantly diluted in the event we consummate an initial business combination.

 Our sponsor invested an aggregate
of $13,525,000 in us in connection with the initial public offering, comprised of the $25,000 purchase price for the founder shares and
the $13,500,000 purchase price for the private placement units. As a result, even if the trading price of our common shares significantly
declines, our sponsor will stand to make significant profit on its investment in us. In addition, our sponsor could potentially recoup
its entire investment in us even if the trading price of our common shares is less than $10.20 per share. As a result, our sponsor is
likely to make a substantial profit on its investment in us even if we select and consummate an initial business combination that causes
the trading price of our common shares to decline, while our public stockholders who purchased their units in the initial public offering
could lose significant value in their public shares. Our sponsor may therefore be economically incentivized to consummate an initial business
combination with a riskier, weaker-performing or less established target business than would be the case if our sponsor had paid the same
per share price for the founder shares as our public stockholders paid for their public shares.

 Since our sponsor, executive officers and directors
will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares
they may acquire during or after the initial public offering), a conflict of interest may arise in determining whether a particular business
combination target is appropriate for our initial business combination.

 On August 30, 2021, our sponsor
paid us $25,000, which we used to cover certain of our offering costs, in exchange for 9,833,333 founder shares, and in November 2021,
we effected a 1.0627119 for 1 stock split of our common stock, so that our sponsor owns an aggregate of 10,450,000 founder shares. Prior
to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price
of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued.

 The number of founder shares
outstanding was determined based on the expectation that the total size of the initial public offering would be a maximum of 28,750,000
units if the underwriters' over-allotment option is exercised in full, and therefore that such founder shares would represent approximately
25% of the outstanding shares (including the private placement shares) after the initial public offering. In connection with an increase
in the size of the offering to a maximum of 30,000,000 units pursuant to Rule 462(b) under the Securities Act, in November 2021, we effected
a 1.0627119 for 1 stock split of our common stock, so that our sponsor owns an aggregate of 10,450,000 founder shares, or approximately
25% of the outstanding shares (including the private placement shares) after the initial public offering. The founder shares will be worthless
if we do not complete an initial business combination. In addition, our sponsor purchased 1,350,000 private placement units at a price
of $10.00 per unit, or $13,500,000, that will also be worthless if we do not complete our initial business combination. Each private placement
unit consists of one share of Class A Common Stock and one-half of one warrant. Each whole warrant is exercisable to purchase one whole
share of common stock at $11.50 per share. These securities will also be worthless if we do not complete an initial business combination.
The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting
a target business combination, completing an initial business combination and influencing the operation of the business following the
initial business combination.

 Our executive officers and directors will allocate
their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.
This conflict of interest could have a negative impact on our ability to complete our initial business combination.

 Our executive officers and
directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating
their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time
employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business
endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific
number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our
executive officers' and directors' other business affairs require them to devote substantial amounts of time to such affairs
in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact
on our ability to complete our initial business combination. For a complete discussion of our executive officers' and directors'
other business affairs, please see "Item 10. Directors, Executive Officers and Corporate Governance."

 Our officers and directors presently have,
and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts
of interest in determining to which entity a particular business opportunity should be presented.

 Following the completion of
the initial public offering and until we consummate our initial business combination, we intend to engage in the business of identifying
and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional
fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a
business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented
to another entity prior to its presentation to us. Our amended and restated certificate of incorporation will provide that we renounce
our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person
solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted
to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that
opportunity to us without violating another legal obligation. In addition, our sponsor and our officers and directors may sponsor or form
other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which
we are seeking an initial business combination. Any such companies, businesses or ventures may present additional conflicts of interest
in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our
ability to complete our initial business combination.

 For a complete discussion
of our executive officers' and directors' business affiliations and the potential conflicts of interest that you should be
aware of, please see "Item 10. Directors, Executive Officers and Corporate Governance." -Conflicts of Interest" and
"Item 13. Certain Relationships and Related Party Transactions."

 Our executive officers, directors, security
holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

 We have not adopted a policy
that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary
or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.
In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive
officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their
own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their
interests and ours. The personal and financial interests of our officers and directors may influence their motivation in timely identifying
and selecting a target business and completing a business combination. Consequently, our directors' and officers' discretion
in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions
and timing of a particular business combination are appropriate and in our stockholders' best interest. If this were the case, it
would be a breach of their fiduciary duties to us as a matter of Delaware law and we or our stockholders might have a claim against such
individuals for infringing on our stockholders' rights. However, we might not ultimately be successful in any claim we may make
against them for such reason.

 We may engage in a business combination with
one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors
or existing holders which may raise potential conflicts of interest.

 In light of the involvement
of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with
our sponsor, executive officers, directors or existing holders. Our directors also serve as officers and board members for other entities,
including, without limitation, those described under "Item 10. Directors, Executive Officers and Corporate Governance -Conflicts
of Interest." Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are
not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they
are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although
we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction
if we determined that such affiliated entity met our criteria for a business combination as set forth in "Item 1. Business"
and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion
from an independent investment banking firm or from another independent entity that commonly renders valuation opinions regarding the
fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses
affiliated with our sponsor, executive officers, directors or existing holders, potential conflicts of interest still may exist and, as
a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts
of interest.

 Our management is not expected to maintain
control of the post-combination company. We cannot provide assurance that, upon loss of control of the post-combination business, new
management will possess the skills, qualifications or abilities necessary to profitably operate such business.

 The Business Combination was
structured so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests
or assets of a target business. We will only complete such business combination if the post-transaction company owns or acquires 50% or
more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not
to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not
meet such criteria. We anticipate that our stockholders prior to the business combination will collectively own a minority interest in
the post-business combination company. In addition, other minority stockholders may subsequently combine their holdings resulting in a
single person or group obtaining a larger share of the company's shares than we initially acquired. Accordingly, we do not expect
that our management will be able to maintain control of the target business.

 Members of our management team
and board of directors have significant experience as founders, board members, officers or executives of other companies. As a result,
certain of those persons have been, or may become, involved in proceedings, investigations and litigation relating to the business affairs
of the companies with which they were, are, or may be in the future be, affiliated. These activities may have an adverse effect on us,
which may impede our ability to consummate an initial business combination.

 During the course of their
careers, members of our management team and board of directors have had significant experience as founders, board members, officers or
executives of other companies. As a result of their involvement and positions in these companies, certain of those persons, are now, or
may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies
or transactions entered into by such companies. Any such litigation, investigations or other proceedings may divert the attention and
resources of the members of both our management team and our board of directors away from identifying and selecting a target business
or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete
an initial business combination.

 Risks Relating to our Securities

 If we are deemed to be an investment company
under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete our initial business combination.

 If we are deemed to be an
investment company under the Investment Company Act, our activities may be restricted, including:

 restrictions on the nature of our investments; and

 restrictions on the issuance of securities,

 each of which may make it
difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:

 registration as an investment company with the SEC;

 adoption of a specific form of corporate structure; and

 reporting, record keeping, voting, proxy and disclosure requirements
and other rules and regulations that we are not subject to.

 In order not to be regulated
as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged
primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting,
owning, holding or trading "investment securities" constituting more than 40% of our assets (exclusive of U.S. government
securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter
to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale
or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

 We do not believe that our
anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may
only be invested in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company
Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted
to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business
plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant
bank or private equity fund), we intend to avoid being deemed an "investment company" within the meaning of the Investment
Company Act. the initial public offering is not intended for persons who are seeking a return on investments in government securities
or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the
completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder
vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100%
of our public shares if we do not complete our initial business combination within 18 months from the closing of the initial public offering
or during any extension period; or (iii) absent an initial business combination within 18 months from the closing of the initial public
offering or during any extension period or with respect to any other material provisions relating to stockholders' rights (including
redemption rights) or pre-initial business combination activity, our return of the funds held in the trust account to our public stockholders
as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to
the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory
burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination.
If we are unable to complete our initial business combination, our public stockholders may only receive their pro rata portion of the
funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.

 If we seek stockholder approval of our initial
business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of stockholders
are deemed to hold in excess of 15% of our Class A Common Stock, stockholders will lose the ability to redeem all such shares in excess
of 15% of our Class A Common Stock.

 If we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under
Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the
shares sold in the initial public offering without our prior consent, which we refer to as the "Excess Shares." However, we
would not be restricting our stockholders' ability to vote all of their shares (including Excess Shares) for or against our initial
business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business
combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally,
stockholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.
And as a result, stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would
be required to sell your shares in open market transactions, potentially at a loss.

 We may issue additional shares of Class A Common
Stock or shares of preferred stock to complete our initial business combination or under an employee incentive plan after completion of
our initial business combination. We may also issue shares of Class A Common Stock upon the conversion of the founder shares at a ratio
greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended
and restated certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks.

of incorporation authorizes the issuance of up to 300,000,000 shares of Class A Common Stock, par value $0.0001 per share, 20,000,000
shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. There
are 268,650,000 and 9,550,000 authorized but unissued shares of Class A Common Stock and Class B common stock, respectively, available
for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants, shares issuable
upon conversion of the Class B common stock or the shares of our Class B common stock converted into Class A common stock on November
19, 2024. Outstanding shares of Class B common stock, if any, are automatically convertible into Class A Common Stock upon the consummation
of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended
and restated certificate of incorporation. Immediately after the initial public offering, there will be no shares of preferred stock issued
and outstanding.

 We may issue a substantial
number of additional shares of Class A Common Stock or shares of preferred stock to complete our initial business combination or under
an employee incentive plan after completion of our initial business combination. If shares of our Class B common stock were outstanding,
we could also issue shares of Class A Common Stock upon conversion of the Class B common stock at a ratio greater than one-to-one at the
time of our initial business combination as a result of the anti-dilution provisions as set forth therein. However, our amended and restated
certificate of incorporation provides, among other things, that prior to our initial business combination, we may not issue additional
shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares
(a) on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x)
extend the time we have to consummate a business combination beyond 18 months from the closing of the initial public offering or during
any extension period or (y) amend the foregoing provisions. These provisions of our amended and restated certificate of incorporation,
like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote. The issuance of
additional shares of common stock or shares of preferred stock:

 may significantly dilute the equity interest of investors
in the initial public offering;

 may subordinate the rights of holders of Class A Common Stock
if shares of preferred stock are issued with rights senior to those afforded our Class A Common Stock;

 could cause a change in control if a substantial number of
shares of Class A Common Stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards,
if any, and could result in the resignation or removal of our present officers and directors; and

 may adversely affect prevailing market prices for our units,
Class A Common Stock and/or public warrants.

 Unlike some other similarly structured special
purpose acquisition companies, our initial stockholders will receive additional shares of Class A Common Stock if we issue certain shares
to consummate an initial business combination.

 The founder shares will automatically
convert into shares of Class A Common Stock upon the consummation of our initial business combination on a one-for-one basis, subject
to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as
provided herein. In the case that additional shares of Class A Common Stock or equity-linked securities are issued or deemed issued in
connection with our initial business combination, the number of shares of Class A Common Stock issuable upon conversion of all founder
shares will equal, in the aggregate, on an as-converted basis, 25% of the total number of shares of Class A Common Stock outstanding (including
the private placement shares) after such conversion, including the total number of shares of Class A Common Stock issued, or deemed issued
or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection
with or in relation to the consummation of the initial business combination, excluding any shares of Class A Common Stock or equity-linked
securities or rights exercisable for or convertible into shares of Class A Common Stock issued, or to be issued, to any seller in the
initial business combination and any private placement units issued to our sponsor, officers or directors upon conversion of working capital
loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. This is different than some
other similarly structured special purpose acquisition companies in which the initial stockholders will only be issued an aggregate of
25% of the total number of shares to be outstanding (including the private placement shares) prior to our initial business combination.

 Warrant holders will not be permitted to exercise
your warrants unless we register and qualify the underlying Class A Common Stock or certain exemptions are available.

 If the issuance of the Class
A Common Stock upon exercise of the public warrants is not registered, qualified or exempt from registration or qualification under the
Securities Act and applicable state securities laws, holders of public warrants will not be entitled to exercise such public warrants
and such warrants may have no value and expire worthless. In such event, holders who acquired their public warrants as part of a purchase
of units will have paid the full unit purchase price solely for the Class A Common Stock included in the units.

 We have not registered the
Class A Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws. However, under the
terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 30 days, after the closing of
our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the registration
under the Securities Act of the Class A Common Stock issuable upon exercise of the warrants and thereafter will use our best efforts to
cause the same to become effective within 60 business days following our initial business combination and to maintain a current registration
statement relating to the Class A Common Stock issuable upon exercise of the warrants until the expiration of the warrants in accordance
with the provisions of the warrant agreement. We cannot assure you that we will be able to do so.

 If the shares of Class A Common
Stock issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders
of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless
basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

 In no event will warrants
be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their
warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the
exercising holder, or an exemption from registration or qualification is available. In the even holders are required to exercise warrants
on a cashless basis, such exercise would result in a fewer number of shares being issued to the holder had such holder exercised the warrants
for cash.

 If our shares of Class A Common
Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of "covered securities" under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants
who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section
3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement
or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect,
we will use our best efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent
an exemption is not available.

 In no event will we be required
to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in
exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities
Act or applicable state securities laws.

 We may amend the terms of the warrants in a
manner that may be adverse to holders of warrants with the approval by the holders of at least a majority of the then outstanding warrants.
As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of
Class A Common Stock purchasable upon exercise of a warrant could be decreased, all without your approval.

 Our warrants will be issued
in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant
agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any
defective provision, but requires the approval by the holders of at least a majority of the then outstanding warrants to make any change
other than to lower the exercise price of the warrants or extend the duration of the exercise period of the warrants. Accordingly, we
may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding warrants
approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least a majority of the then
outstanding warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price
of the warrants, convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or
decrease the number of shares of Class A Common Stock purchasable upon exercise of a warrant.

 Our warrant agreement will designate the courts
of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for
certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders
to obtain a favorable judicial forum for disputes with our company.

 Our warrant agreement provides
that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement,
including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the
exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.

 Notwithstanding the foregoing,
these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act
or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person
or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented
to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions
of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the
Southern District of New York (a "foreign action") in the name of any holder of our warrants, such holder shall be deemed
to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with
any action brought in any such court to enforce the forum provisions (an "enforcement action"), and (y) having service of
process made upon such warrant holder in any such enforcement action by service upon such warrant holder's counsel in the foreign
action as agent for such warrant holder.

 This choice-of-forum provision
may limit a warrant holder's ability to bring a claim in a judicial forum that it finds favorable for disputes with our company,
which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable
with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving
such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations
and result in a diversion of the time and resources of our management and board of directors.

 Our warrants and founder shares may have an
adverse effect on the market price of our shares of Class A Common Stock and make it more difficult to effectuate our initial business
combination.

 We issued warrants to purchase
15,000,000 shares of our Class A Common Stock as part of the initial public offering. Simultaneously with the closing of the initial public
offering, we issued in a private placement an aggregate of 1,350,000 private placement units at a price of $10.00 per unit, or $13,500,000.
Each private placement unit consists of one private placement share and one-half of one private placement warrant and each private placement
warrant is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as provided
herein. In addition, if our sponsor or an affiliate of our sponsor or certain of our officers and directors makes any working capital
loans, such lender may convert those loans into up to an additional 150,000 private placement-equivalent units, at the price of $10.00
per unit. The units would be identical to the private placement units. To the extent we issue common stock to effectuate a business transaction,
the potential for the issuance of a substantial number of additional shares of Class A Common Stock upon exercise of these warrants could
make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued
and outstanding shares of Class A Common Stock and reduce the value of the Class A Common Stock issued to complete the business transaction.
Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

 The private placement warrants
included in the private placement units are identical to the warrants sold as part of the units in the initial public offering except
that, so long as they are held by our sponsor or its permitted transferees, they (including the Class A Common Stock issuable upon exercise
of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after
the completion of our initial business combination.

 Because each unit contains one-half of one
warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.

 Each unit contains one-half
of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole
units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will,
upon exercise, round down to the nearest whole number the number of shares of Class A Common Stock to be issued to the warrant holder.
This is different from other offerings similar to ours whose units include one common share and one warrant to purchase one whole share.
We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of
a business combination, since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units
that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses.
Nevertheless, this unit structure may cause our units to be worth less than if our units included a warrant to purchase one whole share.

 A provision of our warrant agreement may make
it more difficult for us to consummate an initial business combination.

 Unlike most blank check companies,
if we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at a Newly Issued Price of less than $9.20 per share of common stock, the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned thereon, available for the funding
of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and the
Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the
Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be
equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial
business combination with a target business.

 The grant of registration rights to our initial
stockholders and holders of our private placement units may make it more difficult to complete our initial business combination, and the
future exercise of such rights may adversely affect the market price of our shares of Class A Common Stock.

 Pursuant to an agreement to
be entered into concurrently with the issuance and sale of the securities in the initial public offering, our initial stockholders and
their permitted transferees can demand that we register the private placement warrants, the shares of Class A Common Stock issuable upon
exercise of the private placement warrants, the shares of Class A Common Stock issuable upon conversion of the founder shares, the shares
of Class A Common Stock included in the private placement units and holders of unit that may be issued upon conversion of working capital
loans may demand that we register such Class A Common Stock, warrants or the Class A Common Stock issuable upon exercise of such units
and warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of
securities for trading in the public market may have an adverse effect on the market price of our Class A Common Stock. In addition, the
existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the
stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration
to offset the negative impact on the market price of our Class A Common Stock that is expected when the shares of common stock owned by
our initial stockholders, holders of our private placement units or holders of our working capital loans or their respective permitted
transferees are registered.

 Provisions in our amended and restated certificate
of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future
for our shares of Class A Common Stock and could entrench management.

of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their
best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms
of and issue new series of preferred stock, which may make more difficult the removal of management and may discourage transactions that
otherwise could involve payment of a premium over prevailing market prices for our securities.

 We are also subject to anti-takeover
provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management
more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our
securities.

 Provisions in our amended and restated certificate
of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

of incorporation will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or
proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other
employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant
to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim
against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery
in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an
indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal
jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction
of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction.
If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process
on such stockholder's counsel. Although we believe this provision benefits us by providing increased consistency in the application
of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent
it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders
will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

 Notwithstanding the foregoing,
our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce
a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder.

 Additionally, unless we consent
in writing to the selection of an alternative forum, the federal courts shall be the exclusive forum for the resolution of any complaint
asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents.
Section 22 of the Securities Act, however, created concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether
a court would enforce these exclusive forum provisions, and the enforceability of similar choice of forum provisions in other companies'
charter documents has been challenged in legal proceedings. While the Delaware courts have determined that such exclusive forum provisions
are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum
provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. Any person or
entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these provisions;
however, we note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

 Although we believe this provision
benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision
may limit our stockholders' ability to obtain a favorable judicial forum for disputes with us and may have the effect of discouraging
lawsuits against our directors and officers.

 General Risk Factors

 We are a blank check company with no operating
history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

 We are a blank check company
incorporated under the laws of the State of Delaware with no operating results, and we will not commence operations until obtaining funding
through the initial public offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve
our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective
target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete
our initial business combination, we will never generate any operating revenues.

 Past performance by our management team and
their affiliates may not be indicative of future performance of an investment in us.

 Information regarding performance
by, or businesses associated with, our management team or businesses associated with them is presented for informational purposes only.
Past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate
or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical
record of the performance of our management team's or businesses associated with them as indicative of our future performance of
an investment in us or the returns we will, or is likely to, generate going forward.

 The past performance of our
management team or their respective affiliates is not a guarantee of either: (i) that we will be able to identify a suitable candidate
for our initial business combination; or (ii) success with respect to any business combination we may consummate. You should not rely
on the historical record of our management team's or their respective affiliates' performance as indicative of any future
performance.

 Cyber incidents or attacks directed at us could
result in information theft, data corruption, operational disruption and/or financial loss.

 We depend on digital technologies,
including information systems, infrastructure and cloud applications and services, including those of third parties with which we may
deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure
of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential
data. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against
such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability
to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business
and lead to financial loss.

 Changes in laws or regulations, or a failure
to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial
business combination, and results of operations.

 We are subject to laws and
regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other
legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those
laws and regulations and their interpretation and application may also change from time to time and those changes could have a material
adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations,
as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our
initial business combination, and results of operations.

 We may face risks related to technology, and
cybersecurity businesses.

 Business combinations with
technology, and cybersecurity businesses entail special considerations and risks. If we are successful in completing a business combination
with such a target business, we may be subject to, and possibly adversely affected by, the following risks after the business combination:

 we may invest in new lines of business that could fail to
attract or retain users or generate revenue;

 we will face significant competition and if we are not able
to maintain or improve our market share, our business could suffer;

 the loss of one or more members of our management team, or
our failure to attract and retain other highly qualified personnel in the future, could seriously harm our business;

 if our security is compromised or if our platform is subjected
to attacks that frustrate or thwart our users' ability to access our products and services, our users, advertisers, and partners
may cut back on or stop using our products and services altogether, which could seriously harm our business;

 mobile malware, viruses, hacking and phishing attacks, spamming,
and improper or illegal use of our products could seriously harm our business and reputation;

 if we are unable to successfully grow our user base and further
monetize our products, our business will suffer;

 if we are unable to protect our intellectual property, the
value of our brand and other intangible assets may be diminished, and our business may be seriously harmed;

 we may be subject to regulatory investigations and proceedings
in the future, which could cause us to incur substantial costs or require us to change our business practices in a way that could seriously
harm our business;

 an inability to manage rapid change, increasing consumer expectations
and growth; and

 an inability to build strong brand identity and improve subscriber
or customer satisfaction and loyalty.

 Any of the foregoing could
have an adverse impact on our operations following a business combination. However, our efforts in identifying prospective target businesses
will not be limited to the technology, and cybersecurity businesses. Accordingly, if we acquire a target business in another industry,
these risks we will be subject to risks attendant with the specific industry in which we operate or target business which we acquire,
which may or may not be different than those risks listed above.

 We are an emerging growth company and a smaller
reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements
available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and
may make it more difficult to compare our performance with other public companies.

 We are an "emerging
growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but
not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments
not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be
an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market
value of our Class A Common Stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would
no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities
less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance
on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading
market for our securities and the trading prices of our securities may be more volatile.

 Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an
emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may
make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.

 Additionally, we are a "smaller
reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller
reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds
$250 million as of the prior June 30, and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market
value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such
reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 We are a special purpose acquisition
company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition
transaction candidates. We do not operate any enterprise information technology systems of our own and have only a limited number of personnel.
Therefore, we do not consider that we face significant cybersecurity risk.

 We have not adopted any cybersecurity
risk management program or formal processes for assessing cybersecurity risk. Our management is generally responsible for assessing and
managing any cybersecurity threats, who limit the persons who have authorized access to our online accounts and limit the vendors whose
services we utilize to a small number of reputable service providers. If and when any reportable cybersecurity incident arises, our management
shall promptly report such matters to our board of directors for further actions, including regarding the appropriate disclosure, mitigation,
or other response or actions that the board deems appropriate to take. Our board of directors is generally responsible for the oversight
of risks from cybersecurity threats, if there is any.

 As of the date of this report,
we have not encountered any cybersecurity incidents since our IPO.

 ITEM 2. PROPERTIES

 We maintain our executive
offices at 125 Townpark Drive, Suite 3000, Kennesaw, Georgia 30144.

 ITEM 3. LEGAL PROCEEDINGS

 We may be party to various
claims and legal proceedings from time to time. We are not subject to any pending material legal proceedings, nor, to our knowledge, is
any material legal proceeding threatened against us or any of our officers or directors in their capacity as such.

 ITEM 4. MINE SAFETY DISCLOSURES

 None.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 (a) Market Information

 Our Class A common stock trades
on the OTC Pink under the symbols "SUAC." The OTC Pink is a quotation service that displays real-time quotes, last-sale prices,
and volume information in over-the-counter equity securities.

 (b) Holders

 As of March 18, 2024, there
were 2 holders of record of our Units, 1 holder of record of our separately traded Class A Common Stock, and 1 holder of record of our
separately traded Warrants. The actual number of holders of our units is greater than the number of record holders, and includes holders
who are beneficial owners, but whose securities are held in "nominee" or "street name" by brokers and other nominees.

 (c) Dividends

 We have not paid any cash
dividends on our Class A Common Stock to date and do not intend to pay cash dividends prior to the completion of our initial business
combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent
to our initial business combination will be within the discretion of our board of directors. In addition, our board of directors is not
currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness
in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree
to in connection therewith.

 (d) Securities Authorized
for Issuance Under Equity Compensation Plans

 None.

 (e) Performance Graph

 Not required for smaller reporting
companies.

 (f) Recent Sales of Unregistered
Securities;

 None.

 (g) Use of Proceeds from
Registered Offerings

 On November 19, 2021, we sold
30,000,000 units, including 3,500,000 units pursuant to the exercise of the underwriters' over-allotment option in full, at a purchase
price of $10.00 per unit in our initial public offering (the "IPO"). Simultaneously with the closing of the initial public
offering, we consummated the private placement of 1,350,000 private shares for an aggregate purchase price of $13,500,000 (the "Private
Placement"). Following the closing of the IPO and the Private Placement on November 19, 2021, $306,000,000 ($10.20 per unit) from
the net proceeds of the sale of the units in the IPO and the sale of the private placement units was deposited into our trust account
(the "Trust Account"), and $1,656,890 of cash was held outside of the Trust Account and is available for the Company's
working capital purposes. Transaction costs (other than deferred underwriting commissions) amounted to $6,620,368 consisting of $5,300,000
of underwriting commissions, and $1,320,368 of other offering costs (including $795,000 of offering costs reimbursed by the underwriters).

 The net proceeds deposited
into the Trust Account are invested in United States "government securities" within the meaning of Section 2(a)(16) of the
Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act which invest only in direct U.S. government treasury obligations.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following discussion
and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements
and the notes thereto contained elsewhere in this report. References to the "Company," "us" or "we"
refer to Shoulder Up Technology Acquisition Corp.

 Special Note Regarding Forward-Looking Statements

 This Annual Report on Form
10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these forward-looking statements on
our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could,"
"would," "expect," "plan," "anticipate," "believe," "estimate,"
"continue," or the negative of such terms or other similar expressions.

 Overview

 We are a blank check company
incorporated in Delaware on May 20, 2021, for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses.

 On November 19, 2021, we consummated
our IPO of 30,000,000 units, at $10.00 per unit, generating gross proceeds of $300 million.

 Simultaneously with the closing
of the IPO, we consummated the private placement of 1,350,000 private units for an aggregate purchase price of $13,500,000.

 Upon the closing of our IPO
on November 19, 2021, $306,000,000 ($10.00 per unit) from the net proceeds of the sale of the units in the initial public offering and
the sale of private shares were placed in the Trust Account.

 If we are unable to complete
the initial business combination on or before the current termination date or and extended date, we will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of
the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to us but net of taxes payable (and less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining stockholders and our board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to our obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 We cannot assure you that
our plans to complete our initial business combination will be successful.

 Recent Developments

 On April 20, 2023, the Company
held a special meeting of its stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders
approved an amendment to the Company's Amended and Restated Certificate of Incorporation that extends the date by which the Company
must consummate a business combination transaction from May 19, 2023, to November 19, 2023 (the date which is 24 months from the closing
date of the Company's initial public offering of units). The certificate of amendment was filed with the Delaware Secretary of State
and has an effective date of April 21, 2023. In connection with Special Meeting, holders of 25,845,428 shares of the Company's Class
A common stock exercised their right to redeem their shares for a cash redemption price of approximately $10.43 per share, or an aggregate
redemption amount of $269,597,445. Following such redemptions, approximately 4,154,572 shares of Class A common stock remain issued and
outstanding.

 On October 16, 2023, the Company
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 non-binding letter of intent was terminated on December 1, 2024.

 On November 17, 2023, the
Company, held a special meeting of its stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders
approved an amendment to the Company's Amended and Restated Certificate of Incorporation that extends the date (the "Termination
Date") by which the Company must consummate a business combination (the "Charter Extension") from November 19, 2023
(the "Original Termination Date") to May 19, 2024 or such earlier date as may be determined by the Company's board of
directors in its sole discretion (the "Charter Extension Date"). The certificate of amendment was filed with the Delaware
Secretary of State and has an effective date of November 15, 2023. In connection with the Extension Amendment Proposal, holders of 2,170,004
shares of the Company's common stock properly exercised their right to redeem their shares. $22,904,010 or $10.55 per share was
withdrawn from the Trust Account, leaving $20,946,765 in the Trust Account after the redemptions.

 On December 19, 2023, the NYSE filed a Form 25 to
delist the Company securities. The delisting was effective on December 29, 2023. On March 6, 2024, pursuant to Rule 15c-211 of the U.S.
Securities Exchange Act, as amended (the "Exchange Act"), as amended, a market maker filed a Form 211 with the Financial Industry
Regulatory Authority, Inc. ("FINRA") to initiate proprietary trading of the Class A common stock, the units, and the warrants
of the Company. Pursuant to Rule 15c2-11 (the "Exchange Act"), the submission of Form 211 to the FINRA OTC Compliance Unit
enables broker-dealers to initiate or resume trading quotes on the "pink sheets" by OTC Markets Group Inc. for securities
not listed on the New York Stock Exchange or The Nasdaq Stock Market LLC. The securities are expected to be quoted on the Pink Sheets,
but there can be no assurance if or when this will occur.

 On December 28, 2023, the Company held an annual
meeting of its stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment
to the Company's Amended and Restated Certificate of Incorporation to allow for the right of a holder of Class B common stock
of the Company to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis
at any time and from time to time at the election of the holder. The newly issued Class A common stock would not have any redemption
rights and would continue to be subject to a lock-up period upon consummation of the business combination.

 On May 17, 2024, the Company held a special meeting
of its stockholders (the "May 17 Special Meeting"). At the May 17 Special Meeting, the Company's stockholders approved
an amendment to the Company's Amended and Restated Certificate of Incorporation that extends the Termination Date by which the Company
must consummate a business combination from May 19, 2024, to November 19, 2024 or such earlier date as may be determined by the Company's
board of directors in its sole discretion. The certificate of amendment was filed with the Delaware Secretary of State and has an effective
date of May 17, 2024. In connection with the extension amendment proposal at the May 17 Special Meeting, holders of 1,125,154 shares of
the Company's common stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for a cash
redemption price of approximately $10.78 per share, or an aggregate redemption amount of $12,136,736. Following such redemptions, approximately
$9,270,270 will remain in the trust account and 859,414 shares of common stock will remain issued and outstanding.

 On September 19, 2024, one of the underwriters,
Citigroup, waived all of their portion of the deferred underwriting fees totaling $11,200,000.

 On November 7, 2024, the Company has filed a definite
proxy announcing a special meeting of stockholders to be held on November 18, 2024, seeking shareholders' approval of the proposal
to extend the date by which it has to consummate a business combination from November 19, 2024, to December 31, 2024, or such earlier
date as may be determined by the Company's board of directors in its sole discretion.

 On November 19, 2024, the Company held a special
meeting of its stockholders (the "November 19 Special Meeting"). At the November 19 Special Meeting, the Company's stockholders
approved an amendment to the Company's Amended and Restated Certificate of Incorporation that extends the Termination Date by which
the Company must consummate a business combination from November 19, 2024 to December 31, 2024 or such earlier date as may be
determined by the Company's board of directors in its sole discretion. The certificate of amendment was filed with the Delaware
Secretary of State and has an effective date of November 19, 2024. In connection with the extension amendment proposal at the November
19 Special Meeting, holders of 349,505 shares of the Company's common stock properly exercised their right to redeem their
shares (and did not withdraw their redemption) for a cash redemption price of approximately $10.99 per share, or an aggregate redemption
amount of $3,841,059. Following such redemptions, approximately $5,604,904 will remain in the trust account and 509,909 shares of
common stock will remain issued and outstanding.

 On December 30, 2024, the Company held a special
meeting of its stockholders (the "December 30 Special Meeting"). At the December 30 Special Meeting, the Company's stockholders
approved an amendment to the Company's Amended and Restated Certificate of Incorporation that extends the Termination Date by which
the Company must consummate a business combination from December 31, 2024 to January 24, 2025 or such earlier date as may be
determined by the Company's board of directors in its sole discretion. The certificate of amendment was filed with the Delaware
Secretary of State and has an effective date of December 30, 2024. In connection with the extension amendment proposal at the December
30 Special Meeting, holders of 1,080 shares of the Company's common stock properly exercised their right to redeem their shares
(and did not withdraw their redemption) for a cash redemption price of approximately $10.95 per share, or an aggregate redemption amount
of approximately $11,824. Following such redemptions, approximately $5,570,730 will remain in the trust account and 508,829 shares
of common stock will remain issued and outstanding.

 On January 24, 2025, the Company held a special
meeting of its stockholders (the "January 24 Special Meeting. At the January 24 Special Meeting, the Company's stockholders
approved an amendment to the Company's Amended and Restated Certificate of Incorporation that extends the Termination Date by which
the Company must consummate a business combination from January 24, 2025, to February 24, 2025, or such earlier date as may be determined
by the Company's board of directors in its sole discretion. The certificate of amendment was filed with the Delaware Secretary of
State and has an effective date of January 24, 2025. In connection with the extension amendment proposal at the January 24 Special Meeting,
holders of 240 shares of the Company's common stock properly exercised their right to redeem their shares (and did not withdraw
their redemption) for a cash redemption price of approximately $10.98 per share, or an aggregate redemption amount of approximately $
2,634.91. Following such redemptions, approximately $5,583,697 will remain in the trust account and 508,589 shares of common stock
will remain issued and outstanding.

 On February 6, 2025, the Company held a special
meeting of its stockholders (the "Business Combination Meeting"). At the Business Combination Meeting, the Company's
stockholders approved, among other things, the Business Combination. In connection with the Business Combination Meeting, holders of 502,000 shares of common stock elected to redeem.

 After the Business Combination meeting, the Company and certain holders of the Company's common stock who elected to redeem in connection
with the Business Combination Meeting entered into discussions to reverse their redemptions. The discussions continued after February
24, 2025, the Company's termination date.

 On April 17, 2025, the Company entered into a non-redemption agreement (the "Non-Redemption Agreement") with a certain holder
of the Company's common stock (the "Investor") pursuant to which the Investor agreed to rescind its redemptions of an
aggregate of 500,000 shares of common stock redeemed in connection with the Business Combination Meeting (the "Investor Shares").
The Non-Redemption Agreement shall terminate on the earlier of (a) May 31, 2025; (b) the fulfillment of all obligations of the parties
to the Non-Redemption Agreement; (c) the liquidation or dissolution of the Company; (d) the mutual written agreement of the parties to
the Non-Redemption Agreement; or (e) if any the Investor Shares are actually redeemed in connection with a meeting of the Company prior
to consummation of the Business Combination. The Company processed the redemptions of the remaining holders of the 2,000 shares of common
stock who elected to redeem.

 Non-Redemption Agreements

 During April 2023, the Company
and the Sponsor entered into agreements (the "April Non-Redemption Agreements") with third parties in exchange for them agreeing
not to redeem shares of Class A common stock at the Special Meeting at which a proposal to amend to the Company's Certificate of
Incorporation to effect an extension of time for the Company to consummate an initial business combination (the "April Charter Amendment
Proposal") from May 19, 2023 to November 19, 2023 (the "April Extension"). The April Non-Redemption Agreements provide
for the allocation of 1,000,000 Founder Shares held by the Sponsor in exchange for such investors agreeing to hold and not redeem certain
public shares at the Special Meeting. Certain of the parties to the Non-Redemption Agreements are also members of the Sponsor.

 During November 2023, the
Company and the Sponsor entered into agreements (the "November Non-Redemption Agreements" and together with the April Non-Redemption
Agreements, collectively, the "Non-Redemption Agreements") with third parties in exchange for them agreeing not to redeem
shares of Class A common stock at the Special Meeting at which a proposal to amend to the Company's Certificate of Incorporation
to effect an extension of time for the Company to consummate an initial business combination (the "November Charter Amendment Proposal")
from November 19, 2023 to May 19, 2024 (the "November Extension"). The November Non-Redemption Agreements provide for the
allocation of 376,000 Founder Shares held by the Sponsor in exchange for such investors agreeing to hold and not redeem certain public
shares at the Special Meeting. Certain of the parties to the Non-Redemption Agreements are also members of the Sponsor.

 On May 17, 2024, the Company
and the Sponsor entered into Non-Redemption Agreements on substantially the same terms with certain stockholders of the Company, pursuant
to which such stockholders agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 800,000 non-Redeemed
shares in connection with the Special Meeting. In exchange for the foregoing commitments not to redeem such shares of Class A Common Stock,
the Sponsor agreed to transfer an aggregate of 266,666 shares of Class B Common Stock held by the Sponsor to such stockholders immediately
following consummation of the initial business combination if they continued to hold such Non-Redeemed shares through the Special Meeting.

 The Non-Redemption Agreements
shall terminate on the earlier of (a) the failure of the Company's stockholders to approve the Extension at the Meeting, or
the determination of the Company not to proceed to effect the Extension, (b) the fulfillment of all obligations of parties to the
Non-Redemption Agreements, (c) the liquidation or dissolution of the Company, or (d) the mutual written agreement of the parties.

 Additionally, pursuant to
the Non-Redemption Agreements, the Company has agreed that until the earlier of (a) the consummation of the Company's initial
business combination; (b) the liquidation of the trust account; and (c) 24 months from consummation of the Company's initial
public offering, the Company will maintain the investment of funds held in the trust account in interest-bearing United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days
or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations. The Company has also
agreed that it will not use any amounts in the trust account, or the interest earned thereon, to pay any excise tax that may be imposed
on the Company pursuant to the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) due to any redemptions of public shares at the Special
Meeting, in connection with a liquidation of the Company if it does not effect a business combination prior to its termination date by
the Company.

 The Company accounts for non-redemption
agreements on a derivative liability basis and records any changes in their fair value in the statements of operations. The amount of
such liability was $8,886,828 and $6,646,080 as of December 31, 2024 and 2023, respectively.

 SEE ID Business Combination Agreement

 On March 18, 2024, we entered into a Business Combination
Agreement (such agreement, the "Business Combination Agreement" and such business combination, the "Business Combination")
by and among CID HoldCo, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Shoulder Up ("Holdings"), Shoulder Up
Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings ("Shoulder Up Merger Sub"), SEI Merger Sub,
Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdings ("SEI Merger Sub" and together with Shoulder Up
Merger Sub, the "Merger Subs") and SEE ID, Inc., a Nevada corporation ("SEE ID").

 Pursuant to the Business Combination Agreement
and subject to the terms and conditions set forth therein, (i) Shoulder Up Merger Sub will merge with and into Shoulder Up (the "Shoulder Up
Merger"), whereby the separate existence of Shoulder Up Merger Sub will cease and Shoulder Up will be the surviving entity of the
Shoulder Up Merger and become a wholly owned subsidiary of Holdings, and (ii) following confirmation of the effective filing of the documents
required to implement the Shoulder Up Merger, SEI Merger Sub will merge with and into the Company (the "SEE ID Merger" and
together with the Shoulder Up Merger, the "Mergers"), the separate existence of SEI Merger Sub will cease and SEE ID will be
the surviving entity of the SEE ID Merger and a direct wholly owned subsidiary of Holdings (the "Surviving Company").

 Upon the closing of the transactions, it is expected
that Holdings will be listed on the Nasdaq Stock Market, LLC.

 There are no assurances that
the Business Combination will close, the consummation of which remains subject to the satisfaction or waiver of certain customary closing
conditions of the respective parties, including, among others, a registration statement of Holdings becoming effective and approval of
the Business Combination by the stockholders of Shoulder Up and SEE ID.

 Results of Operations

 Our entire activity from inception up to December
31, 2024, was for our formation and preparation for our IPO, and subsequent to the IPO, identifying a target company for a business combination.
We will not generate any operating revenues until the closing and completion of our initial business combination, at the earliest.

 For the year ended December 31, 2024, we had net
loss of approximately $2.03 million, which consisted of the general and administrative expenses of approximately $1.3 million, change
in fair value of derivative liability of approximately $929,000, franchise tax expense of approximately $66,000, penalties and interest
on the excise tax non-payment of $331,000 and income tax expense of approximately $134,000, offset by income from investments held in
the Trust Account and operating account of approximately $702,000.

 For the year ended December 31, 2023, we had net
income of approximately $0.3 million, which consisted of the income from investments held in the Trust Account and operating account of
approximately $5.8 million, offset by general and administrative expenses of approximately $1 million, franchise tax expense of approximately
$0.2 million, change in fair value of derivative liability of approximately $3.1 million, and income tax expense of approximately $1.2
million.

 Liquidity and Going Concern Consideration

 As of December 31, 2024, the
Company had $432,533 in its operating bank account and working capital deficit of approximately $5.5 million. The amounts of cash on hand
as of December 31, 2024 relate to the amounts that were withdrawn from the Trust for payment of income and Delaware Franchise Taxes and
can not be used for any other purpose.

 In addition, we have $600,000
in subscription receivable, which will be used to satisfy our liquidity needs. Our liquidity needs prior to the consummation of the Initial
Public Offering were satisfied through the cash contribution of $25,000 from the Sponsor to purchase Founder Shares, and an advance from
the Sponsor of approximately $29,000. We repaid $24,000 on November 19, 2021 and the remaining $5,000 remains outstanding and is due on
demand. Subsequent to the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from
the consummation of the Initial Public Offering, over-allotment and the Private Placement held outside of the Trust Account. Over this
time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating
prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

 Of the net proceeds from the
IPO and associated Private Placements, $306,000,000 of cash was placed in the Trust Account and $1,656,890 of cash was held outside of
the Trust Account and was available for the Company's working capital purposes.

 In addition, in order to finance
transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and
directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below. As of December 31, 2024, there were
no amounts outstanding under any Working Capital Loans. On April 2, 2024, the Company issued a promissory note to the Sponsor for working
capital needs in the amount of $275,000, of which $175,000 was funded on April 2, 2024, and $100,000 was funded on April 10, 2024. On
August 14, 2024, the Company issued a promissory note to the Sponsor for working capital needs in the amount of $100,000, which was fully
drawn on the same date. On September 30, 2024, Company issued a promissory note to the Sponsor in the
amount of $50,000 for working capital needs, which was funded on October 1, 2024, for working capital requirements and payment of certain
expenses in connection the Company's Business Combination. On November 27, 2024, Company issued a promissory note to the Sponsor
in the amount of $175,000 for working capital needs, which was funded on same date for working capital requirements and payment of certain
expenses in connection the Company's Business Combination.

 Assessment of Going Concern Considerations

 In connection with the Company's
assessment of going concern considerations in accordance with FASB Accounting Standards Update ("ASU") 2014-15, "Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the liquidity condition
and the fact that the mandatory liquidation date has passed, raises substantial doubt about the Company's ability to continue as a going
concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate. The
financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 Franchise and Income Tax Withdrawals from Trust
Account

 Since completion of its IPO
on November 19, 2021, and through December 31, 2023, the Company withdrew $2,786,344 from the Trust Account to pay its liabilities related
to the income and Delaware franchise taxes. Through December 31, 2024, the Company remitted $2,526,664 to the respective tax authorities,
which resulted in remaining excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $259,680.
Additionally, as of December 31, 2024, the Company had accrued but unpaid income tax liability of $173,575 and unpaid liability for the
Delaware franchise tax of $63,600, As of December 31, 2024, the Company had $192,363 in its operating account and inadvertently used $67,317
of the funds withdrawn from the Trust Account for payment of other operating expenses not related to taxes. Based on review of the circumstances
above, management determined that this use of funds was not in accordance with the Trust Agreement.

 On April 2, 2024, the Sponsor
committed to providing the Company a working capital loan in the amount of $275,000, of which $175,000 was funded on April 2, 2024, and
$100,000 was funded on April 10, 2024. On April 10, 2024 the Company remitted $261,072 to Internal Revenue Service for its income tax
liability and $38,800 (net of accrued interest) to Delaware Department of State for its franchise tax liability. On August 14, 2024, the
Company issued a promissory note to the Sponsor for working capital needs in the amount of $100,000, which was fully drawn on the same
date. The Sponsor's working capital loan also replenished the Company's operating account to maintain the remaining difference
of $71,985 between amounts withdrawn from the Trust Account and remitted to the tax authorities, which will be used solely for payment
of its income and Delaware franchise tax obligations. The Company continues to incur further tax liabilities and intends to cover such
liabilities from the funds in its operating account and, if necessary, from the proceeds from the promissory note to Sponsor, without
additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted
to the government authorities is cured.

 Critical Accounting Estimates

 The preparation of these Consolidated
financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated financial statements and the
reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The only item that involves
critical accounting estimates is non-redemption agreements derivative liability.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK

 Not required for smaller reporting
companies.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the year ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Stockholders and the Board of Directors
of

 Shoulder Up Technology Acquisition Corp.:

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying
consolidated balance sheets of Shoulder Up Technology Acquisition Corp. (the "Company") as of December 31, 2024 and 2023,
the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for the years then ended,
and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023,
and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if
the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination, then the Company will
cease all operations except for the purpose of liquidating. The liquidity condition and fact that the mandatory liquidation date has passed,
raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 /s/ WithumSmith+Brown, PC

 We have served as the Company's auditor since
2021.

 New York, New York

 PCAOB ID Number 100

 F- 2

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 Assets:

 Current assets:

 Cash

 $
 432,533

 $

 Total current assets

 432,533

 Cash held in Trust Account

 5,585,436

 21,099,267

 Total Assets

 $
 6,017,969

 $
 21,502,723

 Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders' Deficit:

 Current liabilities:

 Accounts payable

 $
 1,426,710

 $
 798,071

 Redemptions payable

 11,827

 —

 Franchise tax payable

 63,600

 38,800

 Income tax payable

 173,575

 301,072

 Excise tax payable

 3,415,525

 2,925,014

 Promissory note - related party

 600,000

 —

 Due to related party

 238,272

 118,272

 Total current liabilities

 5,929,509

 4,181,229

 Non-redemption agreements derivative liability

 8,886,828

 6,646,080

 Deferred underwriting commissions

 —

 11,200,000

 Total liabilities

 14,816,337

 22,027,309

 Commitments and Contingencies

 Class A common stock subject to possible redemption, $ 0.0001 par value;
 508,829 and 1,984,568 shares issued and outstanding at redemption value of approximately $ 10.98 and $ 10.63 per share as of December 31,
2024 and 2023, respectively

 5,595,937

 21,108,225

 Stockholders' Deficit:

 Preferred stock, $ 0.0001 par value 1,000,000 shares authorized none issued or outstanding

 —

 —

 Class A common stock, $ 0.0001 par value; 300,000,000 shares authorized;
 11,800,000 and 1,350,000 shares issued and outstanding (excluding 508,829 and 1,984,568 shares subject to possible redemption) as of December
31, 2024, and 2023, respectively

 1,180

 Convertible Class B common stock, $ 0.0001 par value; 20,000,000 shares authorized; none and 10,450,000 shares issued and outstanding as of December 31, 2024, and 2023, respectively

 —

 1,045

 Subscription receivable

)

)

 Accumulated deficit

 ( 13,795,485
)

 ( 21,033,991
)

 Total stockholders' deficit

 ( 14,394,305
)

 ( 21,632,811
)

 Total Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders' Deficit

 $
 6,017,969

 $
 21,502,723

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For The
 2024

 For The
 2023

 General and administrative expenses

 $
 1,278,781

 $
 999,143

 Franchise tax expense

 66,095

 200,400

 Loss from operations

 ( 1,344,876
)

 ( 1,199,543
)

 Other (expense) income:

 Interest income from operating account

 11,574

 1,945

 Interest and penalties

 ( 330,967
)

 —

 Change in fair value of derivative liability

 ( 928,751
)

 ( 3,112,640
)

 Income from cash held in Trust Account

 690,591

 5,823,923

 Total other (expense) income

 ( 557,553
)

 2,713,228

 Net (loss) income before income taxes

 ( 1,902,429
)

 1,513,685

 Income tax expense

 ( 133,575
)

 ( 1,181,348
)

 Net (loss) income

 $
 ( 2,036,004
)

 $
 332,337

 Weighted average shares outstanding of redeemable Class A common stock, basic and diluted

 1,243,542

 13,810,919

 Basic and diluted net (loss) income per share, redeemable Class A common stock

 $
 ( 0.16
)

 $
 0.01

 Weighted average shares outstanding of non-redeemable Class A and Class B common stock, basic and diluted

 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock

 $
 ( 0.16
)

 $
 0.01

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 4

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 Common Stock

 Total

 Class A

 Convertible Class B

 Subscription

 Accumulated

 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Receivable

 Deficit

 Deficit

 Balance - December 31, 2022

 1,350,000

 $

 $
 1,045

 $
)

 $
 ( 10,428,727
)

 $
 ( 11,027,547
)

 Increase in redemption value of Class A common stock subject to possible redemption

 —

 —

 —

 —

 —

 ( 4,479,147
)

 ( 4,479,147
)

 Excise tax liability on share redemptions

 —

 —

 —

 —

 —

 ( 2,925,014
)

 ( 2,925,014
)

 Fair value of non-redemption agreements liability at issuance

 —

 —

 —

 —

 —

 ( 3,533,440
)

 ( 3,533,440
)

 Net income

 —

 —

 —

 —

 —

 332,337

 332,337

 Balance - December 31, 2023

 1,350,000

 $

 $
 1,045

 $
)

 $
 ( 21,033,991
)

 $
 ( 21,632,811
)

 Accretion for Class A ordinary shares to redemption amount

 —

 —

 —

 —

 —

 ( 453,950
)

 ( 453,950
)

 Fair value of non-redemption agreements liability at issuance

 —

 —

 —

 —

 —

 ( 1,311,997
)

 ( 1,311,997
)

 Excise tax liability on share redemptions

 —

 —

 —

 —

 —

 ( 159,543
)

 ( 159,543
)

 Waiver of deferred underwriting costs

 —

 —

 —

 —

 —

 11,200,000

 11,200,000

 Conversion of Class B ordinary shares in Class A ordinary shares

 1,045

 ( 10,450,000
)

 ( 1,045
)

 —

 —

 —

 Net loss

 —

 —

 —

 —

 —

 ( 2,036,004
)

 ( 2,036,004
)

 Balance - December 31, 2024

 $
 1,180

 —

 $
 —

 $
)

 $
 ( 13,795,485
)

 $
 ( 14,394,305
)

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 5

CONSOLIDATED STATEMENTS OF CASH FLOWS

 For The
 2024

 For The
 2023

 Cash Flows from Operating Activities:

 Net (loss) income

 $
 ( 2,036,004
)

 $
 332,337

 Adjustments to reconcile net (loss) income to net cash used in operating activities:

 Interest and penalties

 330,967

 —

 Change in fair value of non-redemption agreements derivative liability

 928,751

 3,112,640

 Income from cash held in Trust Account

 ( 690,591
)

 ( 5,823,923
)

 Changes in operating assets and liabilities:

 Prepaid expenses

 —

 244,688

 Accounts payable

 628,640

 246,013

 Franchise tax payable

 24,800

 ( 62,082
)

 Income tax payable

 ( 127,497
)

 ( 113,652
)

 Due to related party

 120,000

 90,229

 Net cash used in operating activities

 ( 820,934
)

 ( 1,973,750
)

 Cash Flows from Investing Activities:

 Investment income released from Trust Account to pay for taxes

 250,011

 1,967,481

 Cash withdrawn from Trust Account in connection with redemption

 15,954,412

 292,501,454

 Net cash provided by investing activities

 16,204,423

 294,468,935

 Cash Flows from Financing Activities:

 Proceeds from promissory note - related party

 600,000

 —

 Redemption of common stock

 ( 15,954,412
)

 ( 292,501,454
)

 Net cash used in financing activities

 ( 15,354,412
)

 ( 292,501,454
)

 Net change in cash

 29,077

 ( 6,269
)

 Cash - beginning of the year

 409,725

 Cash - end of the year

 $
 432,533

 $

 Supplemental cash flow information:

 Cash paid for taxes

 $
 261,072

 $
 1,335,000

 Non-cash investing and financing activities:

 Excise tax liability

 $
 159,543

 $
 2,925,014

 Initial recognition of liability for shareholders' non-redemption agreement liability

 $
 1,312,002

 $
 3,533,440

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2024

 Note 1 - Organization and Business Operation

 Shoulder Up Technology Acquisition Corp. (the "Company")
is a blank check company formed as a Delaware corporation on May 20, 2021 for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination").
The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in
any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination
with the Company.

 As of December 31, 2024, the Company has neither
engaged in any operations nor generated any revenues. All activity for the period from May 20, 2021 (inception) through December 31, 2024
relates to the Company's formation and its initial public offering (the "Initial Public Offering" or "IPO")
described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company
will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company
generates non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering.

 The Company's Sponsor is Shoulder Up Technology
Sponsor LLC, a Delaware limited liability company (the "Sponsor").

 The registration statements for the Company's
IPO were declared effective on November 17, 2021. On November 19, 2021, the Company consummated the IPO of 30,000,000 units, including
 3,500,000 units pursuant to the exercise of the underwriters' over-allotment option in full, at $ 10.00 per unit (the "Units"),
which is discussed in Note 3, generating gross proceeds to the Company of $ 300,000,000. Each Unit consists of one share (the "Public
Shares") of Class A common stock, par value $0.0001 per share ("Class A common stock"), and one-half of one warrant
(the "Public Warrants"). Each whole Public Warrant is exercisable to purchase one whole share of Class A common stock at $ 11.50
per share.

 Simultaneously with the consummation of the IPO,
the Company consummated the private placement of 1,350,000 private units (the "Private Units") at a price of $ 10.00 per Private
Unit in a private placement, generating gross proceeds to the Company of $ 13,500,000, of which $ 600,000 has not been funded and was recorded
as subscription receivable, which is described in Note 4. Each Private Unit consists of one share of Class A common stock (the "Private
Placement Shares") and one-half of one warrant (the "Private Placement Warrants"). Each whole Private Placement Warrant
is exercisable to purchase one whole share of Class A common stock at $ 11.50 per share.

 Transaction costs amounted to $ 17,820,368 consisting
of $ 5,300,000 of underwriting commissions, $ 11,200,000 of deferred underwriting commissions, and $ 1,320,368 of other offering costs (including
$ 795,000 of offering costs reimbursed by the underwriters) and was allocated between Class A common stock subject to possible redemption,
Public Warrants, Private Placement Shares, and Private Placement Warrants.

 The Company must complete one or more initial
Business Combinations having an aggregate fair market value of at least 80 % of the value of the assets held in the Trust Account (as defined
below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the
signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business
Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act 1940, as amended (the "Investment Company Act"). There is no assurance that the Company will be able to complete
a Business Combination successfully.

 Following the closing of the IPO on November 19,
2021, $ 306,000,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was deposited
into a trust account (the "Trust Account"), located in the United States with Continental Stock Transfer & Trust Company
acting as trustee, which may only be invested in United States "government securities" within the meaning of Section 2(a)(16)
of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk that
the Company might be deemed to be an investment company for purposes of the Investment Company Act, on December 28, 2023 we instructed
the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing
demand deposit account until the earlier of the consummation of a Business Combination or our liquidation. Except with respect to interest
earned on the funds held in the Trust Account that may be released to the Company to pay tax obligations and up to $ 100,000 to pay
dissolution expenses, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account until the
earlier of the completion of a Business Combination or the Company's redemption of 100 % of the outstanding public shares if
it has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration
to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration
to the sellers of the target business may be used to finance operations of the target business.

 F- 7

 The Company will provide its public stockholders
with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either
(i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of
a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a
tender offer will be made by the Company, solely in its discretion. The public stockholders are entitled to redeem all or a portion of
their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination,
including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number
of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account
initially deposited into the Trust following the closing of the IPO was $ 10.20 per Public Share.

 All of the Public Shares contain a redemption
feature which allows for the redemption of such Public Shares in connection with the Company's liquidation, if there is a stockholder
vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company's
amended and restated certificate of incorporation.

 In accordance with SEC and its guidance on redeemable
equity instruments, which has been codified in Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") Topic 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to
redemption to be classified outside of permanent deficit. Given that the Public Shares were issued with Public Warrants, the initial carrying
value of common stock classified as temporary equity was then allocated proceeds determined in accordance with FASB ASC 470-20. The Public
Shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option
to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable
that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the
redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of
each reporting period. The Company has elected to recognize the changes immediately as they occur, measured at the end of each reporting
period.

 The initial stockholders, sponsor, officers and
directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights
with respect to any shares of Class B common stock, par value $ 0.0001 (the "Founder Shares"), Private Placement Shares and
Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with
respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company's
amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with
respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period
or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any
Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame).

 The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.20 per Public Share and (ii) the
actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.20 per
Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any
claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account
(whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters of
the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to
reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy
its indemnity obligations, and the Company believes that the Sponsor's only assets are securities of the Company. Therefore, the
Company cannot assure that the Sponsor would be able to satisfy those obligations.

 On April 20, 2023, the Company held a special
meeting of its stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an
amendment to the Company's Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate
a business combination transaction from May 19, 2023, to November 19, 2023 (the date which is 24 months from the closing date
of the Company's initial public offering of units). The certificate of amendment was filed with the Delaware Secretary of State
and has an effective date of April 21, 2023. In connection with Special Meeting, holders of 25,845,428 shares of the Company's Class
A common stock exercised their right to redeem their shares for a cash redemption price of approximately $ 10.43 per share, or an aggregate
redemption amount of $ 269,597,445. Following such redemptions, approximately 4,154,572 shares of Class A common stock remain issued and
outstanding.

 On October 16, 2023, the Company 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 non-binding letter of intent was terminated on December 1, 2023.

 On November 17, 2023, the Company, held a special
meeting of its stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an
amendment to the Company's Amended and Restated Certificate of Incorporation that extends the date (the "Termination Date")
by which the Company must consummate a business combination (the "Charter Extension") from November 19, 2023 (the "Original
Termination Date") to May 19, 2024 or such earlier date as may be determined by the Company's board of directors in its sole
discretion (the "Charter Extension Date"). The certificate of amendment was filed with the Delaware Secretary of State and
has an effective date of November 15, 2023. In connection with the Extension Amendment Proposal, holders of 2,170,004 shares of the Company's
common stock properly exercised their right to redeem their shares. $ 22,904,010 or $ 10.55 per share was withdrawn from the Trust Account,
leaving $ 20,946,765 in the Trust Account after the redemptions.

 F- 8

 On December 28, 2023, the Company held an annual
meeting of its stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment
to the Company's Amended and Restated Certificate of Incorporation to allow for the right of a holder of Class B common stock of
the Company to convert its shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from
time to time at the election of the holder. The newly issued Class A common stock would not have any redemption rights and would continue
to be subject to a lock-up period upon consummation of the business combination.

 On December 19, 2023, the NYSE filed a Form 25
to delist the Company securities. The delisting was effective on December 29, 2023. On March 6, 2024, pursuant to Rule 15c-211 of the
U.S. Securities Exchange Act, as amended (the "Exchange Act"), as amended, a market maker filed a Form 211 with the Financial
Industry Regulatory Authority, Inc. ("FINRA") to initiate proprietary trading of the Class A common stock, the units, and
the warrants of the Company. Pursuant to Rule 15c2-11 (the "Exchange Act"), the submission of Form 211 to the FINRA OTC Compliance
Unit enables broker-dealers to initiate or resume trading quotes on the "pink sheets" by OTC Markets Group Inc. for securities
not listed on the New York Stock Exchange or The Nasdaq Stock Market LLC. The securities are expected to be quoted on the Pink Sheets,
but there can be no assurance if or when this will occur.

 On May 17, 2024, the Company held a special meeting
of its stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an amendment
to the Company's Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a
business combination from May 19, 2024 to November 19, 2024 or such earlier date as may be determined by the Company's board of
directors in its sole discretion. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date
of May 17, 2024. In connection with the Extension Amendment Proposal, holders of 1,125,154 shares of the Company's common stock
properly exercised their right to redeem their shares. $ 12,136,736 or $ 10.78 per share was withdrawn from the Trust Account, leaving $ 9,270,270
in the Trust Account after the redemptions.

 On June 27, 2024, the Company issued a press release
announcing that on June 26, 2024, the Company was assigned the trading symbols SUAC, SUACU and SUACW for its common stock, units and warrants,
respectively, by FINRA. As a result, the Company's common stock, units and warrants begin to be quoted and traded in the over-the-counter
market.

 On November 7, 2024, the Company has filed a definite
proxy announcing a special meeting of stockholders to be held on November 18, 2024, seeking shareholders' approval of the proposal
to extend the date by which it has to consummate a business combination from November 19, 2024 to December 31, 2024, or such earlier date
as may be determined by the Company's board of directors in its sole discretion.

 On November 19, 2024, the Sponsor elected to convert
all of the 10,450,000 shares of Class B common stock held by the Sponsor into 10,450,000 shares of Class A common stock pursuant to Section
4.3(b)(i) of Article IV of the Company's existing Amended and Restated Certificate of Incorporation. The conversion is effective
as of November 19, 2024.

 On November 19, 2024, the Company held a special
meeting of its stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an
amendment to the Company's Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate
a business combination from November 19, 2024 to December 31, 2024 or such earlier date as may be determined by the Company's board
of directors in its sole discretion. The certificate of amendment was filed with the Delaware Secretary of State and has an effective
date of November 19, 2024. In connection with the Extension Amendment Proposal, holders of 349,505 shares of the Company's common
stock properly exercised their right to redeem their shares. $ 3,817,676 or $ 10.92 per share was withdrawn from the Trust Account, leaving
$ 5,616,776 in the Trust Account after the redemptions.

 On December 30, 2024, the Company held a special
meeting of its stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an
amendment to the Company's Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate
a business combination from December 31, 2024 to January 25, 2025 or such earlier date as may be determined by the Company's board
of directors in its sole discretion. The certificate of amendment was filed with the Delaware Secretary of State and has an effective
date of November 30, 2024. In connection with the Extension Amendment Proposal, holders of 1,080 shares of the Company's common
stock properly exercised their right to redeem their shares. $ 11,823,98 or $ 10.92 per share was withdrawn from the Trust Account, leaving
$557,030 in the Trust Account after the redemptions

 On January 24, 2025, the Company held a special
meeting of its stockholders (the "January 24 Special Meeting"). At the January 24 Special Meeting, the Company's stockholders
approved an amendment to the Company's Amended and Restated Certificate of Incorporation that extends the Termination Date by which
the Company must consummate a business combination from January 24, 2025, to February 24, 2025, or such earlier date as may be determined
by the Company's board of directors in its sole discretion. The certificate of amendment was filed with the Delaware Secretary of
State and has an effective date of January 24, 2025. In connection with the extension amendment proposal at the January 24 Special Meeting,
holders of 240 shares of the Company's common stock properly exercised their right to redeem their shares (and did not withdraw
their redemption) for a cash redemption price of approximately $ 10.98 per share, or an aggregate redemption amount of approximately $
 2,634.91. Following such redemptions, approximately $ 5,583,697 will remain in the trust account and 508,589 shares of common stock
will remain issued and outstanding.

 On February 6, 2025, the Company held a special
meeting of its stockholders (the "Business Combination Meeting"). At the Business Combination Meeting, the Company's
stockholders approved, among other things, the Business Combination (as defined below). In connection with the Business Combination Meeting, holders of 502,000 shares of common stock elected to redeem.

 F- 9

 After the Business Combination meeting, the
Company and certain holders of the Company's common stock who elected to redeem in connection with the Business Combination Meeting
entered into discussions to reverse their redemptions. The discussions continued after February 24, 2025, the Company's termination
date.

 On April 17, 2025, the Company entered into a non-redemption agreement (the "Non-Redemption Agreement") with a
certain holder of the Company's common stock (the "Investor") pursuant to which the Investor agreed to rescind its
redemptions of an aggregate of 500,000 shares of common stock redeemed in connection with the Business Combination Meeting (the
"Investor Shares"). The Non-Redemption Agreement shall terminate on the earlier of (a) May 31, 2025; (b) the fulfillment
of all obligations of the parties to the Non-Redemption Agreement; (c) the liquidation or dissolution of the Company; (d) the mutual
written agreement of the parties to the Non-Redemption Agreement; or (e) if any the Investor Shares are actually redeemed in
connection with a meeting of the Company prior to consummation of the Business Combination. The Company processed the redemptions of
the remaining holders of the 2,000 shares of common stock who elected to redeem.

 Franchise and Income Tax Withdrawals from Trust
Account

 Since completion of its IPO on November 19, 2021,
and through December 31, 2024, the Company withdrew $ 2,886,354 from the Trust Account to pay its liabilities related to the income and
Delaware franchise taxes. Through December 31, 2024, the Company remitted $ 2,526,664 to the respective tax authorities, which resulted
in remaining excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $ 359,690. Additionally,
as of December 31, 2024, the Company had accrued but unpaid income tax liability of $ 173,575 and unpaid liability for the Delaware franchise
tax of $ 63,600. In 2024 the Company has established a dedicated bank account which is solely used for keeping amounts withdrawn from
the Trust Account for taxes until such taxes are due and payable. As of December 31, 2024, the amount maintained in this account was
$ 362,425.

 Liquidity and Capital Resources

 As of December 31, 2024, the Company had $ 432,533
in its operating bank account and working capital deficit of approximately $ 5.5 million. $ 359,690 of the amount of cash on hand as of
December 31, 2024 relate to the amounts that were withdrawn from the Trust for payment of income and Delaware Franchise Taxes and can
not be used for any other purpose.

 In addition, the Company has $ 600,000 in a subscription
receivable, which will be used to satisfy the Company's liquidity needs. The Company's liquidity needs prior to the consummation
of the Initial Public Offering were satisfied through the cash contribution of $ 25,000 from the Sponsor to purchase Founder Shares (as
defined in Note 5), and an advance from the Sponsor of approximately $ 29,000 (see Note 5). The Company repaid $ 24,000 on November 19,
2021 and the remaining $ 5,000 remains outstanding and is due on demand. Subsequent to the consummation of the Initial Public Offering,
the Company's liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, over-allotment
and the Private Placement held outside of the Trust Account. Over this time period, the Company will be using the funds outside of the
Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing
due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire,
and structuring, negotiating and consummating the Business Combination.

 In addition, in order to finance transaction costs
in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and
directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31,
2024, the Sponsor and its affiliates advanced $ 600,000 under the terms of four promissory notes which were fully drawn.

 In connection with the Company's assessment of going concern considerations
in accordance with FASB Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's
Ability to Continue as a Going Concern," management has determined that the liquidity condition and the fact that the mandatory
liquidation date has passed, raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have
been made to the carrying amounts of assets or liabilities should the Company be required to liquidate. The financial statements do not
include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 Risks and Uncertainties

 Inflation Reduction Act of 2022

 On August 16, 2022, the Inflation Reduction Act
of 2022 (the "IR Act") was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 % excise
tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded
foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its
stockholders from which shares are repurchased. The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased
at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the
fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury") has been given authority
to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other
share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject
to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination,
extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases
in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and
amount of any "PIPE" or other equity issuances in connection with a Business Combination (or otherwise issued not in connection
with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and
other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder,
the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available
on hand to complete a Business Combination and in the Company's ability to complete a Business Combination.

 F- 10

 On April 20, 2023, the Company's stockholders redeemed 25,845,428
shares of the Company's Class A common stock for a total of $ 269,597,445. On November 17, 2023, the Company's stockholders
redeemed 2,170,004 shares of the Company's Class A common stock for a total of $ 22,904,010. The Company evaluated the classification
and accounting of the share/ stock redemption under ASC 450, "Contingencies". ASC 450 states that when a loss contingency
exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range
from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. Management
has evaluated the requirements of the IR Act and the Company's operations at the end of the reporting period and has determined
that a liability of $ 3,415,525 (including penalties and interest) should be recorded for the excise tax in connection with the above-mentioned
redemptions as of December 31, 2024. This liability will be reviewed and remeasured at each reporting period.

 Note 2 - Significant Accounting Policies

 Basis of Presentation

 The accompanying consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP")
and pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission ("SEC").

 Emerging Growth Company Status

 The Company is an "emerging growth company,"
as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the Jumpstart
our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company's Consolidated financial statements with another public company which is neither an emerging growth company nor an
emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences
in accounting standards used.

 Use of Estimates

 The preparation of the Consolidated financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated financial statements. Making estimates
requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the Consolidated financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Management has identified assumptions involved in the valuation of Class B shares transferred under the terms of non-redemption agreements
as a critical accounting estimate.

 Cash and Cash Equivalents

 The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2024 and 2023, the Company
had no cash equivalents.

 Cash Held in the Trust Account

 The Company's portfolio of investments was
comprised of cash held in demand deposit account of December 31, 2024 and 2023.

 F- 11

 Concentration of Credit Risk

 The Company has significant cash balances at financial
institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 by the Federal Deposit Insurance Corporation.
Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition,
results of operations, and cash flows.

 Fair Value of Financial Instruments

 The fair value of the Company's assets and
liabilities, excluding the non-redemption agreements derivative liability, which qualify as financial instruments under the FASB ASC Topic
820, "Fair Value Measurements" equal or approximate the carrying amounts represented in the Consolidated balance sheets, primarily
due to their short-term nature (see Note 9).

 Fair Value Measurements

 Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

 The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs
(Level 3 measurements). These tiers include:

 Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

 Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 Derivative Financial Instruments

 The Company evaluates its equity-linked financial
instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with
ASC Topic 815, "Derivatives and Hedging" ("ASC 815"). For derivative financial instruments that are classified
as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the
Consolidated statements of operations each reporting period.

 The Company accounts for the 15,000,000 warrants
included in the Units sold in the Initial Public Offering and the 675,000 Private Placement Warrants in accordance with the guidance contained
in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts
are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts
continue to be classified in equity.

 The Company accounts for the Non-Redemption Agreements
(as defined in Note 6) in accordance with the guidance contained in ASC 815. Such guidance provides that the Non-Redemption Agreements
are classified as liabilities. As such, the non-redemption agreements derivative liability was recorded at its initial fair value on the
date of issuance, and is adjusted at each balance sheet date thereafter. Changes in the estimated fair value of the non-redemption agreements
derivative liability are recognized as a non-cash gain or loss on the Consolidated statements of operations. The fair value of the derivative
liability is discussed in Note 9.

 Class A Common Stock Subject to Possible Redemption

 The Company accounts for its Class A common stock
subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any)
is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A
common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence
of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, Class A common
stock is classified as stockholders' deficit. The Public Shares feature certain redemption rights that are considered to be outside
of the Company's control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2024 and 2023,
 508,829 and 1,984,568 shares of Class A common stock subject to possible redemption are presented at redemption value, respectively, as
temporary equity outside of the stockholders' deficit section of the Consolidated balance sheets.

 F- 12

 The Company has elected to recognize changes in
redemption value immediately as they occur and adjust the carrying value of redeemable common stock to equal the redemption value at the
end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against
additional paid-in capital (if available) and accumulated deficit.

 Offering Costs Associated with the Initial Public Offering

 The Company complies with the requirements of
Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 340-10-S99-1. Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.
Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs were allocated between the Public Shares, Public Warrants, Private Placement
Shares, and Private Placement Warrants, based on a relative fair value basis, compared to total proceeds received. Additionally, at the
Initial Public Offering, offering costs allocated to the Public Shares were charged against temporary equity and offering costs allocated
to the Public Warrants, Private Placement Shares, and Private Placement Warrants were charged against stockholders' deficit. Deferred
underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use
of current assets or require the creation of current liabilities.

 Net (Loss) Income Per Common Share

 The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, "Earnings Per Share." The Company has two classes of shares, which are referred to as
Class A common stock and Convertible Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net
(loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding
for the respective period.

 The calculation of diluted net (loss) income does
not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment)
and the private placement warrants to purchase an aggregate of 15,675,000 shares of Class A common stock in the calculation of diluted
(loss) income per share, because their exercise is contingent upon future events. As a result, diluted net (loss) income per share is
the same as basic net (loss) income per share for the year ended December 31, 2024 and 2023. Accretion associated with the redeemable
Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

 The tables below present a reconciliation of the
numerator and denominator used to compute basic and diluted net (loss) income per share of common stock:

 For the Year Ended
 December 31, 2024

 For the Year Ended
 December 31, 2023

 Redeemable

 Class A

 Non-Redeemable

 Class A and

 Class B

 Redeemable

 Class A

 Non-redeemable

 Class A &

 Class B

 Basic and diluted net (loss) income per common stock:

 Numerator:

 Allocation of net (loss) income

 $
 ( 194,108
)

 $
 ( 1,841,896
)

 $
 189,188

 $
 143,149

 Denominator:

 Basic and diluted weighted average common stock outstanding

 1,243,542

 13,810,919

 Basic and diluted net (loss) income per common stock

 $
 ( 0.16
)

 $
 ( 0.16
)

 $
 0.01

 $
 0.01

 Income Taxes

 The Company accounts for income taxes under ASC
740 Income Taxes ("ASC 740"). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected
impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit
to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when
it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2024 and 2023, the Company
had a full valuation allowance against the deferred tax assets.

 ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in a company's financial statements and prescribes a recognition threshold and measurement process for
financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to
be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

 F- 13

 The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest
and penalties as of December 31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position.

 The Company has identified the United States as
its only "major" tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities
in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income
among various tax jurisdictions and compliance with federal and state tax laws. The Company's management does not expect that the
total amount of unrecognized tax benefits will materially change over the next twelve months.

 Recent Accounting Pronouncements

 In August 2020, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial
instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from
convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an
entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that
are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the
requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for a smaller reporting
company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The
Company continues to evaluate the impact of ASU 2020-06 on its consolidated financial statements.

 In June 2022, the FASB issued ASU 2022-03, ASC
Subtopic 820 "Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions". The ASU amends ASC 820
to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure
requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders
and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in
fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim
and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact
of this pronouncement on the consolidated financial statements.

 In November 2023, the FASB issued ASU 2023-07, Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures,
on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker
("CODM"), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.
The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the
reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities
will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single
reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures
in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal
years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this standard as of December 31, 2024
with resulting additional disclosure included in this report.

 Management does not believe that any other recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's Consolidated
financial statements.

 Note 3 - Initial Public Offering

 On November 19, 2021, the Company sold 30,000,000
Units, including 3,500,000 Units pursuant to the exercise of the underwriters' over-allotment option in full, at a purchase price
of $ 10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half redeemable warrant. Each whole warrant is exercisable
to purchase one whole share of Class A common stock at $ 11.50 per share.

 Following the closing of the IPO on November 19,
2021, $ 306,000,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was deposited
into the Trust Account. The net proceeds deposited into the Trust Account will be invested in United States "government securities"
within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

 F- 14

 Note 4 - Private Placement

 Simultaneously with the closing of the IPO, the
Sponsor purchased an aggregate of 1,350,000 Private Units at a price of $ 10.00 per Private Unit, or $ 13,500,000, of which $ 600,000 has
not been funded as of December 31, 2024 and 2023 and was recorded as subscription receivable. Each Private Unit consists of one share
of Class A common stock and one-half of one warrant. Each whole warrant is exercisable to purchase one whole share of Class A common stock
at $11.50 per share.

 Note 5 - Related Party Transactions

 Founder Shares

 On August 30, 2021, the Sponsor paid $ 25,000 in
consideration for 9,833,333 Founder Shares. Up to 1,250,000 Founder Shares were subject to forfeiture by the Sponsor depending on the
extent to which the underwriters' over-allotment option is exercised. In November 2021, the Company effected a 1.0627119 for 1 stock
split of the Class B common stock, so that the Sponsor owns an aggregate of 10,450,000 Founder Shares. Up to 1,190,000 of the Founder
Shares would have been forfeited depending on the extent to which the underwriters' over-allotment option is not exercised. Because
of the underwriters' full exercise of the over-allotment option on November 19, 2021, 1,190,000 shares were no longer subject to
forfeiture.

 The Sponsor has agreed not to transfer, assign
or sell any of its Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination;
(ii) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $ 12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30 -trading day period commencing at least 150 days after the initial Business Combination; and (iii) the date following the completion
of the initial Business Combination on which the Company complete a liquidation, merger, capital stock exchange, reorganization or other
similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities
or other property (the "Lock-up").

 Convertible Promissory Note - Related Party

 On August 30, 2021, the Sponsor agreed to loan
the Company up to $ 300,000 to be used for a portion of the expenses of the IPO. Any drawdown under the loan were non-interest bearing,
unsecured and were due at the earlier of March 31, 2022, or the closing of the IPO. As of December 31, 2024 and 2023, there was no borrowing
under the note. The facility is no longer available to the Company subsequent to the IPO.

 On April 2, 2024, Company issued a promissory
note to the Sponsor in the amount of $ 275,000 for working capital needs. and payment of certain expenses in connection the Company's
Business Combination, of which $ 175,000 was drawn on April 2, 2024, and remaining $ 100,000 was drawn on April 9, 2024. The Note is due
and payable on the consummation of the initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or similar business combination with one of more businesses or entities. Upon consummation of a Business Combination, the Company shall
have obligation to convert up to $ 270,000 of the principal amount of the Note in whole or in part into common stock of the Company at
a price of $ 10.00 per share. The company has determined the conversion feature include in the promissory note is not required to be bifurcated
and all debt proceeds received under the promissory note were allocated to the debt host. As of December 31, 2024 the promissory note
to the Sponsor was fully drawn and outstanding.

 On August 14, 2024, Company issued a promissory
note to the Sponsor in the amount of $ 100,000 for working capital needs, which was funded on same date for working capital requirements
and payment of certain expenses in connection the Company's Business Combination. The Note is due and payable on the consummation
of the initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination
with one of more businesses or entities. Upon consummation of a Business Combination, the Company shall have obligation to convert up
to $ 100,000 of the principal amount of the Note in whole or in part into common stock of the Company at a price of $ 10.00 per share. The
company has determined the conversion feature include in the promissory note is not required to be bifurcated and all debt proceeds received
under the promissory note were allocated to the debt host. As of December 31, 2024, the promissory note to the Sponsor was fully drawn
and outstanding.

 On September 30, 2024, Company issued a promissory
note to the Sponsor in the amount of $ 50,000 for working capital needs, which was funded on October 1, 2024, for working capital requirements
and payment of certain expenses in connection the Company's Business Combination. The Note is due and payable on the consummation
of the initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination
with one of more businesses or entities. Upon consummation of a Business Combination, the Company shall have obligation to convert up
to $ 50,000 of the principal amount of the Note in whole or in part into common stock of the Company at a price of $ 10.00 per share. The
company has determined the conversion feature include in the promissory note is not required to be bifurcated and all debt proceeds received
under the promissory note were allocated to the debt host. As of December 31, 2024, the promissory note to the Sponsor was fully drawn
and outstanding.

 F- 15

 On November 27, 2024, Company issued a promissory
note to the Sponsor in the amount of $ 175,000 for working capital needs, which was funded on same date for working capital requirements
and payment of certain expenses in connection the Company's Business Combination. The Note is due and payable on the consummation
of the initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination
with one of more businesses or entities. Upon consummation of a Business Combination, the Company shall have obligation to convert up
to $ 175,000 of the principal amount of the Note in whole or in part into common stock of the Company at a price of $ 10.00 per share. The
company has determined the conversion feature include in the promissory note is not required to be bifurcated and all debt proceeds received
under the promissory note were allocated to the debt host. As of December 31, 2024 the promissory note to the Sponsor was fully drawn
and outstanding.

 Due to Related Party

 In connection with the IPO, the Sponsor had advanced
to the Company an aggregate of approximately $ 29,000, of which approximately $ 24,000 was repaid to the Sponsor upon the closing of the
IPO. As of December 31, 2024 and 2023, approximately $ 5,000, remained outstanding and is due on demand, and is included in the due to
related party on the accompanying Consolidated balance sheets. In addition, as of December 31, 2024 and 2023, approximately $ 0 and $ 4,300,
respectively, is outstanding for reimbursable expenses and is included in the due to related party on the accompanying Consolidated balance
sheets. The due to related party balances as of December 31, 2024 and 2023, also includes approximately $ 250,000 and $ 130,000 respectively,
of administrative fees (see below).

 Working Capital Loans

 In order to finance transaction costs in connection
with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors
may, but are not obligated to, loan the Company funds as may be required (the "Working Capital Loans"). If the Company completes
the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to
the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the
initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay
the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of
such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit at the
option of the lender. The units would be identical to the Private Units. As of December 31, 2024 and 2023, the Company had no borrowings
under the Working Capital Loans.

 Administrative Service Fee

 On November 16, 2021, the Company entered into
an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $ 10,000 per month for office space,
secretarial and administrative services through the earlier of consummation of the initial Business Combination and the Company's
liquidation. For the year ended December 31, 2024, the Company incurred expenses of $ 120,000 of services under this agreement and is included
in the general and administrative expenses on the accompanying Consolidated statements of operations. For year ended December 31, 2023,
the Company incurred expenses of $ 120,000 under this agreement and is included in the general and administrative expenses on the accompanying
consolidated statements of operations. As of December 31, 2024 and 2023, the Company had $ 238,272 and $ 118,272 outstanding for services
in connection with such agreement, respectively, and is included in the due to related party on the accompanying Consolidated balance
sheets.

 Note 6 - Commitments and Contingencies

 Registration and Stockholder Rights

 The holders of the (i) Founder Shares, which were
issued in a private placement prior to the closing of the IPO, (ii) Private Units (including securities contained therein), which were
issued in a private placement simultaneously with the closing of the IPO and (iii) private placement-equivalent units (including securities
contained therein) that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to
register a sale of any of the Company's securities held by them pursuant to a registration rights agreement signed on November 16,
2021. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register
such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements
filed subsequent to the Company's completion of the initial Business Combination. The Company will bear the expenses incurred in
connection with the filing of any such registration statements.

 F- 16

 Underwriting Agreement

 The Company granted the underwriters a 45 -day
option from the date of the IPO to purchase up to an additional 3,500,000 Units to cover over-allotments, which was exercised in full
on November 19, 2021.

 On November 19, 2021, the Company paid cash underwriting
commissions of $ 5,300,000 to the underwriters.

 The underwriters were entitled to a deferred underwriting
commission of $ 11,200,000, which will be paid from the funds held in the Trust Account upon completion of the Company's initial
Business Combination subject to the terms of the underwriting agreement. On September 19, 2024, the underwriter executed a waiver
letter confirming their resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement
in the full amount of $ 11,200,000. The Company applied recovery of the previously recorded deferred underwriting commission proportionately
to Class A common stock subject to possible redemption ($ 10,701,600) and public warrants ($ 498,400).

 Non-Redemption Agreements

 During April 2023, the Company and the Sponsor
entered into agreements (the "April Non-Redemption Agreements") with third parties in exchange for them agreeing not to redeem
shares of Class A common stock at the Special Meeting at which a proposal to amend to the Company's Certificate of Incorporation
to effect an extension of time for the Company to consummate an initial business combination (the "April Charter Amendment Proposal")
from May 19, 2023 to November 19, 2023 (the "April Extension"). The Non-Redemption Agreements provide for the allocation
of 1,000,000 Founder Shares held by the Sponsor in exchange for such investors agreeing to hold and not redeem certain public shares at
the Special Meeting. Certain of the parties to the Non-Redemption Agreements are also members of the Sponsor.

 During November 2023, the Company and the Sponsor
entered into agreements (the "November Non-Redemption Agreements", and together with the April Non-Redemption Agreements,
collectively, the "Non-Redemption Agreements") with third parties in exchange for them agreeing not to redeem shares of Class
A common stock at the Special Meeting at which a proposal to amend to the Company's Certificate of Incorporation to effect an extension
of time for the Company to consummate an initial business combination (the "November Charter Amendment Proposal") from November 19,
2023 to May 19, 2024 (the "November Extension"). The November Non-Redemption Agreements provide for the allocation of
 376,000 Founder Shares held by the Sponsor in exchange for such investors agreeing to hold and not redeem certain public shares at the
Special Meeting. Certain of the parties to the Non-Redemption Agreements are also members of the Sponsor.

 On May 17, 2024, the Company and the Sponsor entered
into Non-Redemption Agreements on substantially the same terms with certain stockholders of the Company, pursuant to which such stockholders
agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 800,000 non-Redeemed shares in connection with
the Special Meeting. In exchange for the foregoing commitments not to redeem such shares of Class A Common Stock, the Sponsor agreed to
transfer an aggregate of 266,666 shares of Class B Common Stock held by the Sponsor to such stockholders immediately following consummation
of the initial business combination if they continued to hold such Non-Redeemed shares through the Special Meeting.

 The Non-Redemption Agreements shall terminate
on the earlier of (a) the failure of the Company's stockholders to approve the Extensions at the Meeting, or the determination
of the Company not to proceed to effect the Extensions, (b) the fulfillment of all obligations of parties to the Non-Redemption Agreements,
(c) the liquidation or dissolution of the Company, or (d) the mutual written agreement of the parties.

 Additionally, pursuant to the Non-Redemption Agreements,
the Company has agreed that until the earlier of (a) the consummation of the Company's initial business combination; (b) the
liquidation of the trust account; and (c) 24 months from consummation of the Company's initial public offering, the Company will
maintain the investment of funds held in the trust account in interest-bearing United States government securities within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market
funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act
of 1940, as amended, which invest only in direct U.S. government treasury obligations. The Company has also agreed that it will not use
any amounts in the trust account, or the interest earned thereon, to pay any excise tax that may be imposed on the Company pursuant to
the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) due to any redemptions of public shares at the Special Meeting, in connection with
a liquidation of the Company if it does not effect a business combination prior to its termination date by the Company.

 The Company accounts for non-redemption agreements on a derivative
liability basis and records any changes in their fair value in the consolidated statements of operations. The amount of such liability
was $ 8,886,828 and $ 6,646,080 as of December 31, 2024 and 2023, respectively.

 F- 17

 Service Provider Agreements

 From time to time the Company has entered into
and may enter into agreements with various service providers and advisors, including investment banks, that helped us identify targets,
negotiate terms of potential Business Combinations, and that will help us consummate a Business Combination and/or provide other services.
In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their
services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination
does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will
complete a Business Combination.

 The Company has recorded an accrual of $ 751,376 of
fees for legal services by outside counsel related to on-going matters and compliance with reporting obligations. In addition, the Company
incurred $ 1,834,636 of fees for legal services by outside counsel related to the acquisition activities which will be payable solely
on completion of the Business Combination and won't be paid if the Business Combination does not close. This portion of the legal
fees will be recorded and recognized by the Company only in the event of successful Business Combination.

 SEE ID Business Combination Agreement

 On March 18, 2024, the Company entered into a
Business Combination Agreement (such agreement, the "Business Combination Agreement" and such business combination, the "Business
Combination") by and among CID HoldCo, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Shoulder Up ("Holdings"),
Shoulder Up Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings ("Shoulder Up Merger Sub"), SEI
Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdings ("SEI Merger Sub" and together
with Shoulder Up Merger Sub, the "Merger Subs") and SEE ID, Inc., a Nevada corporation ("SEE ID").

 Pursuant to the Business Combination Agreement
and subject to the terms and conditions set forth therein, (i) Shoulder Up Merger Sub will merge with and into Shoulder Up (the "Shoulder Up
Merger"), whereby the separate existence of Shoulder Up Merger Sub will cease and Shoulder Up will be the surviving entity of the
Shoulder Up Merger and become a wholly owned subsidiary of Holdings, and (ii) following confirmation of the effective filing of the documents
required to implement the Shoulder Up Merger, SEI Merger Sub will merge with and into the Company (the "SEE ID Merger" and
together with the Shoulder Up Merger, the "Mergers"), the separate existence of SEI Merger Sub will cease and SEE ID will be
the surviving entity of the SEE ID Merger and a direct wholly owned subsidiary of Holdings (the "Surviving Company").

 Upon the closing of the transactions, it is expected
that Holdings will be listed on the Nasdaq Stock Market, LLC.

 There are no assurances that the Business Combination
will close, the consummation of which remains subject to the satisfaction or waiver of certain customary closing conditions of the respective
parties, including, among others, a registration statement of Holdings becoming effective and approval of the Business Combination by
the stockholders of Shoulder Up and SEE ID.

 Note 7 - Class A Common Stock Subject to Possible
Redemption

 The Company's Public Shares feature certain
redemption rights that are considered to be outside of the Company's control and subject to the occurrence of future events. The
Company is authorized to issue 300,000,000 shares of Class A common stock with a par value of $ 0.0001 per share. Holders of the Company's
Class A common stock are entitled to one vote for each share.

April 20, 2023, holders of 25,845,428 shares of the Company's Class A common stock exercised their right to redeem their Class A
common stock.

November 17, 2023, holders of 2,170,004 shares of the Company's Class A common stock exercised their right to redeem their Class
A common stock.

May 17, 2024, holders of 1,125,154 shares of the Company's Class A common stock exercised their right to redeem their Class A common
stock.

November 19, 2024, holders of 349,505 shares of the Company's Class A common stock exercised their right to redeem their Class A
common stock.

 F- 18

December 30, 2024, holders of 1,080 shares of the Company's Class A common stock exercised their right to redeem their Class A common
stock.

 As of December 31, 2024 and 2023, there were respectively 12,308,829
and 3,334,568 shares of Class A common stock outstanding, of which 508,829 and 1,984,568 shares were subject to possible redemption and
are classified outside of permanent deficit in the accompanying Consolidated balance sheets, respectively.

 The Company recognizes changes in redemption value
of the Class A common stock subject to possible redemption immediately as changes occur and adjusts the carrying value of the Class A
common stock subject to possible redemption to equal the redemption value as if liquidation were to occur at the end of the reporting
period.

 The Class A common stock subject to possible redemption
reflected on the accompanying Consolidated balance sheets is reconciled on the following table:

 Class A common stock subject to possible redemption as of December 31, 2022

 309,130,532

 Redemptions

 ( 292,501,454
)

 Increase in redemption value of Class A common stock subject to possible redemption

 4,479,147

 Class A common stock subject to possible redemption as of December 31, 2023

 21,108,225

 Increase in redemption value of Class A common stock subject to possible redemption

 453,948

 Redemptions

 ( 15,966,236
)

 Class A common stock subject to possible redemption as of December 31, 2024

 $
 5,595,937

 Note 8 - Stockholders' Deficit

 Preferred Stock - The Company is
authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 from time to time in one or more series. As of December
31, 2024 and 2023, there were no shares of preferred stock issued or outstanding.

 Class A Common stock - The Company
is authorized to issue 300,000,000 shares of Class A common stock with a par value of $ 0.0001 per share. At December 31, 2024 and 2023,
respectively 12,308,829 and 3,334,568 shares of Class A common stock were issued and outstanding, of which 508,829 and 1,984,568 shares
of Class A common stock are subject to possible redemption (see Note 7), respectively.

 Convertible Class B Common stock
- The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $ 0.0001 per share. Holders are entitled
to one vote for each share of Class B common stock. On August 30, 2021, the Sponsor paid $ 25,000, or approximately $ 0.003 per share, in
consideration for 9,833,333 shares of Class B common stock, par value $ 0.0001. Up to 1,250,000 Founder Shares were subject to forfeiture
by the Sponsor depending on the extent to which the underwriters' over-allotment option was exercised. In November 2021, the Company
effected a 1.0627119 for 1 stock split of the Class B common stock, so that the Sponsor owns an aggregate of 10,450,000 Founder Shares.
Up to 1,190,000 of the Founder Shares would have been forfeited depending on the extent to which the underwriters' over-allotment
option was not exercised. Because of the underwriters' full exercise of the over-allotment option on November 19, 2021, 1,190,000
shares are no longer subject to forfeiture. On November 19, 2024, the Sponsor elected to convert all of the 10,450,000 shares of Class
B common stock held by the Sponsor into 10,450,000 shares of Class A common stock pursuant to Section 4.3(b)(i) of Article IV of the Company's
existing Amended and Restated Certificate of Incorporation. The conversion is effective as of November 19, 2024. As of December 31, 2024
and 2023, there were none and 10,450,000 shares of Class B Common Stock issued and outstanding, respectively.

 Holders of record of the Class A common stock
and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company's
stockholders, with each share of common stock entitling the holder to one vote except as required by law.

 Effective December 29, 2023, the Company amended
its certificate of incorporation to allow for the right of a holder of Class B common stock of the Company to convert its shares of Class
B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder.
The newly issued Class A common stock would not have any redemption rights and would continue to be subject to a lock-up period upon consummation
of the business combination. The amendment was approved by the Company's stockholders at a meeting held on December 28, 2023.

 F- 19

 The shares of Class B common stock (to the extent
not already converted) will automatically convert into shares of Class A common stock at the time of the initial Business Combination
on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and
subject to further adjustment.

 Warrants - As of December 31, 2024
and 2023, there were 15,675,000 warrants issued and outstanding ( 15,000,000 Public Warrants and 675,000 Private Placement Warrants). Each
whole warrant entitles the holder to purchase one Class A common share at a price of $ 11.50 per share, subject to adjustment as discussed
herein. In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes
in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share
of common stock (with such issue price or effective issue price to be determined in good faith by the Company's board of directors,
and in the case of any such issuance to the Company's initial stockholders or their respective affiliates, without taking into account
any Founder Shares held by them, as applicable, prior to such issuance) (the "newly issued price"), the exercise price of
the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the newly issued price.

 The warrants will become exercisable on the later
of 30 days after the completion of the Company's initial Business Combination and 12 months from the closing of the IPO and will
expire five years after the completion of the Company's initial Business Combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.

 The Company is not registering the shares of Class
A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in
no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file
with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants
and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified
in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not
effective by the 60 th business day after the closing of the initial Business Combination, warrant holders may, until such time as there
is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement,
exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding
the above, if the Company's shares of Class A common stock are at the time of any exercise of a warrant not listed on a national
securities exchange such that they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities
Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a "cashless basis"
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to
file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

 Once the warrants become exercisable, the Company
may redeem the outstanding warrants:

 in whole and not in part;

 at a price of $ 0.01 per warrant;

 upon a minimum of 30 days' prior written notice of redemption (the 30-day redemption period); and

 if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

 If the Company calls the warrants for redemption
as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a "cashless
basis." In determining whether to require all holders to exercise their warrants on a "cashless basis," the management
will consider, among other factors, the Company's cash position, the number of warrants that are outstanding and the dilutive effect
on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such
event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to
the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied
by the excess of the "fair market value" (as defined below) over the exercise price of the warrants by (y) the fair market
value. The "fair market value" shall mean the average last reported sale price of shares of the Class A common stock for the
 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

 The Company accounts for the 15,675,000 warrants
that would be issued in connection with the IPO (including the 15,000,000 Public Warrants included in the Units and the 675,000 Private
Placement Warrants included in the Private Units) in accordance with the guidance contained in ASC 815-40. Such guidance provides that
the warrants meet the criteria for equity treatment due to the existence of provisions whereby adjustments to the exercise price of the
warrants is based on a variable that is an input to the fair value of a "fixed-for-fixed" option and no circumstances under
which the Company can be forced to net cash settle the warrants.

 F- 20

 Note 9 - Fair Value Measurements

 The following tables present information about
the Company's assets that are measured at fair value on a recurring basis as of December 31, 2024 and 2023, and indicate the fair
value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

 December 31, 2024

 Quoted
 Prices in
 Active
 Markets
 (Level 1)

 Significant
 Other
 Observable
 Inputs
 (Level 2)

 Significant
 Other
 Unobservable
 Inputs
 (Level 3)

 Liabilities:

 Non-redemption agreements derivative liability

 $
 —

 $
 —

 $
 8,886,828

 December 31, 2023

 Quoted
 Prices in
 Active
 Markets
 (Level 1)

 Significant
 Other
 Observable
 Inputs
 (Level 2)

 Significant
 Other
 Unobservable
 Inputs
 (Level 3)

 Liabilities:

 Non-redemption agreements derivative liability

 $
 —

 $
 —

 $
 6,646,080

 The Non-Redemption Agreements derivative liability were accounted for as liabilities in accordance with ASC 815 and are presented on the
Consolidated balance sheets. The non-redemption agreements derivative liability are measured at fair value at inception and on a recurring
basis, with changes in fair value presented within change in fair value of derivative liability in the Consolidated statements of operations.

 Prior to December 31, 2024 the Non-Redemption
Agreements derivative liability were valued using a Monte-Carlo simulation model, which is considered to be a Level 3 fair value measurement.
As of December 31, 2024, the value of Non-Redemption Agreements derivative liability was determined by applying the estimated probability
of the successful business combination to the market price of the Class A common stock. The key inputs used in the estimate of the Non-Redemption
Agreements derivative liability were as follows:

 Input

 2024

 May 17,
 2024

 2023

 Market price of Class A common stock

 $
 10.81

 $
 10.82

 10.72

 Risk-free rate

 n/a

 4.98
 %

 4.56
 %

 Volatility

 n/a

 34.8
 %

 39.9
 %

 Term

 n/a

 1.51

 1.41

 Probability of successful business combination

 50.0
 %

 50.0
 %

 50.0
 %

 Discount for lack of marketability

 n/a

 %

 9.0
 %

 9.9
 %

 Threshold price

 $
 n/a

 $
 12.00

 12.00

 The following table presents the changes in the
fair value of the Non-Redemption Agreements derivative liability:

 Fair value as of December 31, 2022

 $
 —

 Initial measurement

 3,533,440

 Change in valuation inputs or other assumptions

 3,112,640

 Fair value as of December 31, 2023

 $
 6,646,080

 Change in valuation inputs or other assumptions

 928,751

 Initial fair value of non-redemption agreement dated May 17, 2024

 1,311,997

 Fair value as of December 31, 2024

 $
 8,886,828

 Transfers to/from Levels 1, 2, and 3 are recognized
at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2024 and
2023.

 F- 21

 Note 10 - Income Taxes

 The Company's taxable income primarily consists
of interest income on the Trust Account. The Company's general and administrative expenses are generally considered start-up costs
and are not currently deductible.

 The income tax provision (benefit) consists of
the following:

 2024

 2023

 Current

 Federal

 $
 133,575

 $
 1,181,348

 State

 -

 -

 Deferred

 Federal

 ( 316,834
)

 ( 209,820
)

 State

 -

 -

 Valuation allowance

 316,834

 209,820

 Income tax provision

 $
 133,575

 $
 1,181,348

 The Company's net deferred tax assets are
as follows:

 2024

 2023

 Deferred tax assets:

 Start-up/Organization costs

 $
 316,834

 $
 209,896

 Net operating loss carryforwards

 -

 -

 Total deferred tax assets

 316,834

 209,896

 Valuation allowance

 ( 316,834
)

 ( 209,896
)

 Deferred tax asset, net of allowance

 $
 -

 $
 -

 In assessing the realization of deferred tax assets,
management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary
differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax
assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information
available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has
therefore established a full valuation allowance.

 There were no unrecognized tax benefits as of
December 31, 2024 and 2023. No amounts were accrued for the payment of interest and penalties at December 31, 2024 and 2023. The Company
is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is subject to income tax examinations by major taxing authorities since inception.

 A reconciliation of the statutory federal income
tax rate (benefit) to the Company's effective tax rate (benefit) is as follows for the years ended December 31, 2024 and 2023:

 2024

 2023

 Statutory federal income tax rate

 21.0
 %

 21.00
 %

 Change in fair value of derivative warrant liabilities

 ( 10.25
)%

 43.18
 %

 Interest and penalties

 ( 3.65
)%

 -
 %

 Change in valuation allowance

 ( 14.12
)%

 13.86
 %

 Income tax expenses

 ( 7.02
)%

 78.04
 %

 F- 22

 Note 11 - Segment Information

 ASC Topic 280, "Segment Reporting,"
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from
which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated
by the Company's chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

 The Company's chief operating decision maker
("CODM") has been identified as the Chief Financial Officer who reviews the assets, operating results, and financial metrics
for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has
determined that there is only one reportable segment.

 The CODM assesses performance for the single segment and decides how
to allocate resources based on net (loss) income that also is reported on the consolidated statement of operations as net (loss) income
. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company's performance and
making key decisions regarding resource allocation, the CODM reviews several key metrics included in net (loss) income and total assets,
which include the following:

 2024

 2023

 Trust Account

 $
 5,585,436

 $
 21,099,267

 Cash

 $
 432,533

 $

 For the

 Year Ended December 31,

 2024

 For the

 Year Ended December 31,

 2023

 General and administrative expenses

 $
 1,278,781

 $
 999,143

 Income from cash and investments held in Trust Account

 $
 690,591

 $
 5,823,923

 The CODM reviews interest earned on the Trust Account to measure and
monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance
with the Trust Agreement.

 General and administrative expenses are reviewed
and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar
transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce
all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on
the consolidated statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

 All other segment items included in net (loss)
income are reported on the consolidated statement of operations and described within their respective disclosures.

 F- 23

 Note 12 – Subsequent Events

 The Company evaluated subsequent events and transactions
that occurred after the Consolidated balance sheets and up to the date the Consolidated financial statements were issued. Based upon this
review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Consolidated financial
statements, except as hereinafter described.

 On January 17, 2025, Company issued a promissory
note to the Sponsor in the amount of $ 300,000 for working capital needs, which was funded in equal installments of $ 150,000 on January
16, 2025, and January 22, 2025 for working capital requirements and payment of certain expenses in connection the Company's Business
Combination. The Note is due and payable on the consummation of the initial merger, stock exchange, asset acquisition, stock purchase,
recapitalization, reorganization or similar business combination with one of more businesses or entities. Upon consummation of a Business
Combination, the Company shall have obligation to convert up to $ 300,000 of the principal amount of the Note in whole or in part into
common stock of the Company at a price of $ 10.00 per share. The company has determined the conversion feature include in the promissory
note is not required to be bifurcated and all debt proceeds received under the promissory note were allocated to the debt host. As of
the date of this report the promissory note to the Sponsor was fully drawn and outstanding.

 On February 6, 2025, the Company called a special
meeting of stockholders (the "Business Combination Meeting") where, among other things, the stockholders voted and approved
a proposal to adopt the Business Combination Agreement, dated as of March 18, 2024, entered into by and among SUAC, CID HoldCo, Inc.,
a Delaware corporation and wholly-owned subsidiary of SUAC ("Holdings"), Shoulder Up Merger Sub, Inc., a Delaware corporation
and wholly-owned subsidiary of Holdings, SEI Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings, and SEE
ID, Inc., a Nevada corporation and the transactions contemplated by the Business Combination Agreement (collectively, the "Business
Combination"). In connection with the Business Combination Meeting, holders of 502,000 shares of common stock elected to redeem.

 On April 17, 2025, the Company entered into a
non-redemption agreement (the "Non-Redemption Agreement") with a certain holder of the Company's common stock (the
"Investor") pursuant to which the Investor agreed to rescind its redemptions of an aggregate of 500,000 shares of common stock
redeemed in connection with the Business Combination Meeting (the "Investor Shares"). Pursuant to the Non-Redemption Agreement,
the Company agreed that immediately upon the consummation of the Business Combination and the Share Forfeiture (as defined below), the
Company and Holdings shall pay to the Investor a payment in respect of its Investor Shares in cash released from the Trust Account equal
to (x) the number of Investor Shares multiplied by (y) the redemption price for the common stock redeemed in connection with the Business
Combination (the "Non-Redemption Payment"). The Non-Redemption Agreement shall terminate on the earlier of (a) May 31, 2025;
(b) the fulfillment of all obligations of the parties to the Non-Redemption Agreement; (c) the liquidation or dissolution of the Company;
(d) the mutual written agreement of the parties to the Non-Redemption Agreement; or (e) if any the Investor Shares are actually redeemed
in connection with a meeting of the Company prior to consummation of the Business Combination.

 Also on April 17, 2025, in connection with the
Non-Redemption Agreement, the Company and Investor entered into a forfeiture agreement (the "Forfeiture Agreement"), pursuant
to which Investor agreed to forfeit its right, immediately upon consummation of the Business Combination and receipt of the Non-Redemption
Payment, to an aggregate of 413,333 founder shares held the Sponsor, which the Sponsor agreed to transfer to Investor in connection with
certain non-redemption agreements entered into on April 19, 2023, November 10, 2023, and May 16, 2024 (the "Share Forfeiture").

 F- 24

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

 As of December 31, 2024, we
did not have changes in, or disagreements with, our independent registered public accounting firm on our accounting and financial disclosure.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls and procedures
are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,
and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive officer and principal financial officer or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.

 Under the supervision and
with the participation of our management, including our principal executive officer and principal financial and accounting officer, we
conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2024, as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial
and accounting officer have concluded that as of December 31, 2024, our disclosure controls and procedures were not effective due to the
following material weakness identified as of December 31, 2024:

 a material weakness in internal controls related to failures in reporting
period closing that led to understatement of the Company's liabilities arising from complex financial instruments.

 Management's Report on Internal Control
Over Financial Reporting

 Our management is responsible
for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f)
of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework
in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on our evaluation under the framework in Internal Control-Integrated Framework (2013), our management concluded that our internal control
over financial reporting was not effective as of December 31, 2024 due to the following material weakness identified in our internal controls
over financial reporting identified as of December 31, 2024:

 a material weakness in internal controls related to failures in reporting
period closing that led to understatement of the Company's liabilities arising from complex financial instruments.

 To respond to the material weakness, we devoted significant effort
and resources to the remediation and improvement of our internal controls over financial reporting that include increasing communication
among our personnel and third-party professionals with whom we consult regarding the application of accounting principles to the Company's
transactions. We can offer no assurance that these initiatives will ultimately have the intended effects.

 Changes in Internal Control over Financial
Reporting

 Other than as describe above, there were no changes to our internal
control over financial reporting that occurred during our fiscal quarter ended December 31, 2024 that have materially affected or are
reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE

 As of the date of this Form
10-K, our directors and executive officers are as follows: 2

 Name

 Age 1

 Position

 Shawn Henry

 Chairman of the Board of Directors

 Phyllis Newhouse

 Chief Executive Officer and Chairman

 Rashaun Williams

 Chief Financial Officer and Director

 Lauren C. Anderson

 Janice Bryant Howroyd

 Stacey Abrams

 Set forth below is biographical
information about each of the individuals named in the tables above:

 Phyllis Newhouse has
served as our Chief Executive Officer since inception. 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 Director of Heliogen, Inc, a provider of AI-enabled concentrated solar power. 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 Shoulder Up, 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 William has
served as our Chief Financial Officer since December 1, 2023. Mr. 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.

NTD: To confirm ages.

 Lauren C. Anderson has
served as one of our directors since November 19, 2021. 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.
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. From February 2021 until January 2023, Ms. Anderson has served as an Independent Director
for Imageware, a public biometrics technology company. 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. Ms. Anderson is well-qualified to serve on our Board because of her extensive experience in technology and cybersecurity sectors,
and her leadership experience in the government.

 Shawn Henry has served
as one of our directors since November 19, 2021. 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, in his final role as Executive Assistant Director, 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 from 2016 until 2024. 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. Mr. Henry is well-qualified to serve on our Board because of his extensive experience in the cybersecurity sector, and his leadership
and directorship experience.

 Janice Bryant Howroyd has
served as one of our directors since November 19, 2021. 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.
Ms. Howroyd is well-qualified to serve on our Board because of her employment and talent management experience, as well as her extensive
leadership roles within government entities.

 Stacey Abrams has served
as one of our directors since November 19, 2021. Ms. Abrams has served as the chief executive officer, chief financial officer and secretary
of Sage Works Production, Inc. In addition, Ms. Abrams has served as the founder and executive director of Southern Economic Advancement
Project since 2019. 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 has been the chief executive officer of Sage Works, LLC since September 2002. 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 2016 and as Secretary from 2012 to 2016. Ms. Abrams is also a New York Times best-selling author. 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.

 Involvement in Certain Legal Proceedings

 During the past ten years,
none of the Company's executive officers, directors or nominees have (i) been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or
prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

 During the past ten years
(i) no petition has been filed under federal bankruptcy laws or any state insolvency laws by or against any of our executive officers,
directors or nominees, (ii) no receiver, fiscal agent or similar officer was appointed by a court for the business or property of any
of our executive officers, directors or nominees, and (iii) none of our executive officers, directors or nominees was an executive officer
of any business entity or a general partner of any partnership at or within two years before the filing of a petition under the federal
bankruptcy laws or any state insolvency laws by or against such entity. All of the Company's executive officers, directors and nominees
listed above are U.S. citizens.

 As of the date of this Form
10-K, we are not subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against
us or any of our executive officers or directors in their corporate capacity.

 Number and Terms of Office of Officers and
Directors

 Our board of directors consists
of seven members and is divided into three classes with only one class of directors being elected in each year, and with each class (except
for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the NYSE
corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following
our listing on the NYSE.

 The term of office of the
first class of directors, consisting of Lauren C. Anderson, will expire at our first annual meeting of stockholders. The term of office
of the second class of directors, consisting of Shawn Henry and Janice Bryant Howroyd, will expire at the second annual meeting of stockholders.
The term of office of the third class of directors, consisting of Rashaun Williams, Phyllis Newhouse and Stacey Abrams will expire at
the third annual meeting of stockholders.

 Our officers are appointed
by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of
directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated certificate of incorporation,
and our bylaws. Our bylaws provide that our officers shall consist of a Chief Executive Officer, Chief Financial Officer, and Secretary
and may consist of a Chairman of the Board, President, Vice Presidents, Treasurer, Assistant Secretaries and such other offices as may
be determined by the board of directors.

 Board Meetings

 During 2024, there were four
meetings of our board of directors. All of our directors attended at least 75% of the meetings held during 2024. All directors are expected
to attend meetings of the board of directors, meetings of the Committees upon which they serve and meetings of our stockholders absent
cause.

 Director Independence

 The NYSE listing standards
require that a majority of our board of directors be independent. An "independent director" is defined generally as a person
other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion
of the company's board of directors, would interfere with the director's exercise of independent judgment in carrying out
the responsibilities of a director. Our board of directors has determined that Lauren C. Anderson, Danelle Barrett, Shawn Henry, and Janice
Bryant Howroyd are "independent directors" as defined in the NYSE listing standards and applicable SEC rules.

 Our independent directors
will have regularly scheduled meetings at which only independent directors are present.

 Any affiliated transactions
will be on terms no less favorable to us than could be obtained from independent parties. Our board of directors will review and approve
all affiliated transactions with any interested director abstaining from such review and approval.

 Audit Committee

 We have established an audit
committee of the board of directors Lauren C. Anderson, Janice Bryant Howroyd and Shawn Henry will serve as members of our audit committee.
All members of our audit committee are independent of and unaffiliated with our sponsor and our underwriters.

 We have adopted an audit committee
charter, which details the principal functions of the audit committee, including:

 assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm's qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm;

 reviewing the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

 pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

 reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

 setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

 setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

 obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm's internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

 meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations";

 reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

 reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

 Financial Experts on Audit Committee

 Each member of the audit committee
is financially literate and our board of directors has determined that Shawn Henry qualifies as an "audit committee financial expert"
as defined in applicable SEC rules and has accounting or related financial management expertise.

 Nominating and Corporate Governance Committee

 We have established a nominating
and corporate governance committee. The members of our nominating and corporate governance are Shawn Henry, Danelle Barrett and Stacey
Abrams.

 The primary purposes of our
nominating and corporate governance committee will be to assist the board in:

 identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;

 developing, recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

 coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

 reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

 The nominating and corporate
governance committee is governed by a charter that complies with the rules of the NYSE.

 Director Nominations

 Our nominating and corporate
governance committee will recommend to the board of directors candidates for nomination for election at the annual meeting of the stockholders.
Prior to our initial business combination, the board of directors will also consider director candidates recommended for nomination by
holders of our founder shares during such times as they are seeking proposed nominees to stand for election at an annual meeting of stockholders
(or, if applicable, a special meeting of stockholders). Prior to our initial business combination, holders of our public shares will not
have the right to recommend director candidates for nomination to our board of directors.

 We have not formally established
any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying
and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge
of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

 Compensation Committee

 We have established a compensation
committee of the board of directors. Lauren C. Anderson, Danelle Barrett and Janice Bryant Howroyd serve as members of our compensation
committee.

 We have adopted a compensation
committee charter, which details the principal functions of the compensation committee, including:

 reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

 reviewing and making recommendations to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;

 reviewing our executive compensation policies and plans;

 implementing and administering our incentive compensation equity-based remuneration plans;

 assisting management in complying with our proxy statement and annual report disclosure requirements;

 approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

 producing a report on executive compensation to be included in our annual proxy statement; and

 reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

 Notwithstanding the foregoing,
as indicated above, other than the payment to our sponsor of $10,000 per month, for up to 18 months or during any extension period, for
office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including
finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective
affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly,
it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for
the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

 The charter also provides
that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal
counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation
committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

 Compensation Committee Interlocks and Insider
Participation

 None of our executive officers
currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that
has one or more executive officers serving on our board of directors.

 Section 16 (a) Beneficial Ownership Reporting
Compliance

 Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires our executive officers, directors and persons who beneficially own more than ten percent of
our Class A Common Stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required
to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such Forms, we believe that during the year
ended December 31, 2023 there were no delinquent filers.

 Code of Business Conduct and Ethics

 We have adopted a code of
business conduct and ethics ("Code of Ethics") that applies to all of our executive officers, directors and employees, including
our Chief Executive Officer and Chief Financial Officer. The Code of Ethics codifies the business and ethical principles that govern all
aspects of our business and is filed as an exhibit to this Form 10-K.

 Conflicts of Interest

 In general, officers and directors
of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation
if:

 the corporation could financially undertake the opportunity;

 the opportunity is within the corporation's line of business; and

 it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

 Each of our officers and directors
presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our
officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current
fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such entity. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate
opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity
as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would
otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without
violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or
directors will materially affect our ability to complete our initial business combination.

 Below is a table summarizing
the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:

 Individual

 Entity

 Entity's Business

 Affiliation

 Phyllis Newhouse

 XtremeSolutions, Inc.

 Cybersecurity

 Founder and Chief Executive Officer

 Athena Technology Acquisition Corp.

 Blank Check Company

 Founder, former Chief Executive Officer, and Director

 Heliogen, Inc.

 Green Energy Technology

 Shoulder Up Ventures

 Nonprofit

 Founder

 Sabre Corporation

 Travel Technology

 Rashaun Williams

 Lauren C. Anderson

 LC Anderson International Consulting

 Consulting

 Chief Executive Officer

 Stellar Solutions

 Engineering Service Provider

 Advisor

 Shawn Henry

 CrowdStrike Services

 Cybersecurity

 Chief Strategy Officer

 CrowdStrike, Inc.

 Cybersecurity

 Chief Security Officer

 Janice Bryant Howroyd

 ActOne Group

 Talent and Technology

 Founder and Chief Executive Officer

 Stacey Abrams

 Sage Works Production, Inc.

 Production

 Chief Executive Officer

 Sage Works, LLC

 Consulting

 Chief Executive Officer

 Potential investors should
also be aware of the following other potential conflicts of interest:

 Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

 Our initial stockholders purchased founder shares prior to the initial public offering and purchased private placement units in a transaction that closed simultaneously with the initial public offering. Our initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they hold in connection with the completion of our initial business combination. The other members of our management team have entered into agreements similar to the one entered into by our initial stockholders with respect to any public shares acquired by them in or after the initial public offering. Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame extension period. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. Subject to certain limited exceptions, the private placement units will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own common stock or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

 Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

 We are not prohibited from
pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors
or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors.
In the event we seek to complete our initial business combination with an business combination target that is affiliated with our sponsor,
executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking
firm or another independent entity that commonly renders valuation opinions, that such initial business combination is fair to our company
from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will our
sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder's
fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial
business combination. Further, commencing on the date our securities are first listed on the NYSE, we will also pay our sponsor $10,000
per month for office space, secretarial and administrative services provided to members of our management team.

 We cannot assure you that
any of the above-mentioned conflicts will be resolved in our favor.

 In the event that we submit
our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares,
and they and the other members of our management team have agreed to vote any founder shares they hold and any shares purchased during
or after the offering in favor of our initial business combination.

 Limitation on Liability and Indemnification
of Officers and Directors

of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law,
as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that our
directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors,
unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law,
authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from
their actions as directors.

 We will enter into agreements
with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended
and restated certificate of incorporation. Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee
for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We will purchase
a policy of directors' and officers' liability insurance that insures our officers and directors against the cost of defense,
settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Except with respect to any public shares they may acquire after the date of this Form 10-K (in the event we do not consummate an initial
business combination), our officers and directors have agreed to waive (and any other persons who may become an officer or director prior
to the initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies
in the trust account, and not to seek recourse against the trust account for any reason whatsoever, including with respect to such indemnification.

 These provisions may discourage
stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect
of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise
benefit us and our stockholders. Furthermore, a stockholder's investment may be adversely affected to the extent we pay the costs
of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

 We believe that these provisions,
the directors' and officers' liability insurance and the indemnity agreements are necessary to attract and retain talented
and experienced officers and directors.

 ITEM 11. EXECUTIVE COMPENSATION

 Compensation Discussion and Analysis

 Commencing on the date of
the initial public offering through the earlier of consummation of our initial business combination and our liquidation, we will pay our
sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team. In addition,
our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable
business combinations.

 Our audit committee will review
on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates. Any such
payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee
review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors
and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying
and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including
finder's and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective
affiliates, prior to completion of our initial business combination.

 After the completion of our
initial business combination, members of our management team who remain with us may be paid consulting or management fees from the combined
company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender
offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on
the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount
of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business
will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers
will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely
by independent directors or by a majority of the independent directors on our board of directors.

 We do not intend to take any
action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,
although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to
remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain
their positions with us may influence our management's motivation in identifying or selecting a target business but we do not believe
that the ability of our management to remain with us after the consummation of our initial business combination will be a determining
factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers
and directors that provide for benefits upon termination of employment.

 Director Compensation

 None of our directors has
received any cash compensation for services rendered to us.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth
information regarding the beneficial ownership of our common stock as of the date of this Form 10-K by:

 each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

 each of our executive officers and directors; and

 all our executive officers and directors as a group.

 Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all of our common stock beneficially
owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants
are not exercisable within 60 days of the date of this Form 10-K.

 Class
 A Common Stock

 Approximate

 Percentage
 of

 Outstanding

 Name
 and Address of Beneficial Owner (1)

 Beneficially

Owned

 Common

Stock

 Executive
 Officers and Directors

 Phyliss Newhouse (2)

 (3)(4)

 95.88
 %

 Rashaun Williams

 -

 -

 Shawn Henry

 -

 -

 Lauren C. Anderson

 -

 -

 Janice Bryant Howroyd

 -

 -

 Stacey Abrams

 -

 -

 All executive
 officers and directors as a group (seven individuals)

 95.88
 %

 Five
 Percent Holders:

 -

 -

 Shoulder Up Technology Sponsor
 LLC (2)

 (3)(4)

 95.88
 %

 *
 Less than one percent.

 (1)
 Unless otherwise noted, the business address of each of the
following is 125 Townpark Drive, Suite 300, Kennesaw, GA 30144.

 (2)
 Shoulder Up Technology Sponsor LLC, our sponsor, is the record
holder of the shares reported herein. Phyllis Newhouse, our Chief Executive Officer, is the managing member of our sponsor and has voting
and investment discretion with respect to the common stock held of record by our sponsor. By virtue of these relationships, Phyllis Newhouse
may be deemed to have beneficial ownership of the securities held of record by our sponsor. Each of our officers, directors and advisors
is, directly or indirectly, a member of our sponsor or have direct or indirect economic interests in our sponsor, and each of them disclaims
any beneficial ownership of any shares held by our sponsor except to the extent of his or her ultimate pecuniary interest.

 (3)
 Interests consist of founder shares and private placement
shares after the initial public offering. The founder shares were converted in Class A common stock on November 19, 2024. In
connection with the Company's extension of the deadline by which it has to consummate a business combination, on April 5, 2023,
the Company and its Sponsor, entered into certain agreements with one or more third parties (the " Non-Redeeming Stockholders "
in exchange for the Non-Redeeming Stockholders agreeing not to redeem the Company's Public Shares at the April 2023 special meeting
of stockholders called by the Company at which the Founder Share Amendment Proposal was approved (the " Non-Redemption Agreements ").
 The Non-Redemption Agreements provide for the allocation of up to 1,000,000 Founder Shares to the Non-Redeeming Stockholders, which
shares will be transferred to the Non-Redeeming Stockholders at the closing of a Business Combination, among satisfaction of other conditions;
however, subsequent to the April 2023 special meeting of stockholders, the Non-Redeeming Stockholders may elect to redeem any Public
Shares held.

 (4)
 Includes 1,350,000 shares of Class A common stock underlying
Private Placement Units.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 On August 30, 2021, our sponsor
paid us $25,000, which we used to cover certain of our offering costs in exchange for 9,833,333 founder shares. The number of founder
shares outstanding was determined based on the expectation that the total size of initial public offering would be a maximum of 28,750,000
units if the underwriters' over-allotment option is exercised in full, and therefore that such founder shares would represent 25%
of the outstanding shares (including the private placement shares) after the initial public offering. In connection with an increase in
the size of the offering to a maximum of 30,000,000 units pursuant to Rule 462(b) under the Securities Act, in November 2021, we effected
a 1.0627119 for 1 stock split of our common stock, so that our sponsor owns an aggregate of 10,450,000 founder shares, or approximately
25% of the outstanding shares (including the private placement shares) after the initial public offering.

 Our sponsor purchased 1,350,000
private placement units at a price of $10.00 per unit, or $13,500,000 in a private placement that will occurred simultaneously with the
closing of the initial public offering. Each private placement unit consists of one share of Class A Common Stock and one-half of one
private placement warrant. Each whole private placement warrant is exercisable to purchase one whole share of common stock at $11.50 per
share. Our Sponsor and its permitted transferees will not have redemption rights or liquidating distributions from the trust account with
respect to the founder shares, private placement shares or placement warrants, which will expire worthless if we do not consummate a business
combination within 18 months from the closing of the initial public offering or during any extension period. The private placement shares
and private placement warrants (including the Class A Common Stock issuable upon exercise of the private placement warrants) may not,
subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination.

 We currently utilize office
space at 125 Townpark Drive, Suite 300, Kennesaw, GA 30144 from our sponsor. Subsequent to the closing of the initial public offering,
we will pay our sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management
team. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

 In addition, in order to finance
transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of
our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest bearing basis. If we complete
an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close,
we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust
account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination
entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. Except
as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an
affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all
rights to seek access to funds in our trust account.

 Any of the foregoing payments
to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination
will be made using funds held outside the trust account.

 After our initial business
combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company
with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the proxy solicitation or tender offer
materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution
of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable,
as it will be up to the directors of the post-combination business to determine executive and director compensation.

 Related Party Policy

 The audit committee of our
board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of "related
party transactions." A "related party transaction" is any consummated or proposed transaction or series of transactions:
(i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser
of $120,000 or 1% of the average of the company's total assets at year end for the prior two completed fiscal years in the aggregate
over the duration of the transaction (without regard to profit or loss); and (iii) in which a "related party" had, has or
will have a direct or indirect material interest. "Related parties" under this policy will include: (i) our directors, nominees
for director or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any
immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a "related
person" pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider
(i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those
that could be obtained in arm's-length dealings with an unrelated third party, (ii) the extent of the related party's interest
in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes
the relationship underlying the transaction to be in the best interests of the company and its stockholders and (v) the effect that the
transaction may have on a director's status as an independent member of the board and on his or her eligibility to serve on the
board's committees. Management will present to the audit committee each proposed related party transaction, including all relevant
facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves
or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or executive
officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Fees for professional services
provided by our independent registered public accounting firm since inception include:

 For the

 year ended
 2024

 For the

 year ended
 2023

 Audit Fees (1)

 $
 125,260

 $
 105,820

 Audit-Related Fees (2)

 -

 -

 Tax Fees (3)

 -

 1,990

 All Other Fees (4)

 85,800

 -

 Total

 $
 211,060

 $
 107,810

 (1)

 Audit Fees. Audit fees consist of fees billed or to be billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

 (2)

 Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under "Audit Fees."

 (3)

 Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

 (4)

 All Other Fees. All other fees consist of fees billed for all other services.

 Policy on Board Pre-Approval of Audit and Permissible
Non-Audit Services of the Independent Auditors

 The audit committee is responsible
for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In recognition of this
responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to
be provided by the independent registered public accounting firm as provided under the audit committee charter.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a)

 The following documents are filed as part of this Form 10-K:

 Financial Statements: See
"Index to Financial Statements" at "Item 8. Financial Statements and Supplementary Data" herein.

 (b)

 Exhibits:

 Information in response to
this Item is incorporated herein by reference to the Exhibit Index to this Form 10-K.

 ITEM 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K
to be signed on its behalf by the undersigned, thereunto duly authorized on this 6 day of May, 2025.

 By:

 /s/ Phyllis W. Newhouse

 Name:

 Phyllis W. Newhouse

 Title:

 Chief Executive Officer

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated. The undersigned hereby constitute and
appoint Phyllis W. Newhouse and Rashaun Williams, and each of them, their true and lawful agents and attorneys-in-fact with full power
and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned and in their respective
names as Directors and officers of Shoulder Up Technology Acquisition Corp., any amendment or supplement hereto. The undersigned hereby
confirm all acts taken by such agents and attorneys-in-fact, or any one or more of them, as herein authorized.

 Signature

 Title

 Date

 /s/ Phyllis W. Newhouse

 Chief Executive Officer, and Director

 Phyllis W. Newhouse

 (Principal Executive Officer)

 /s/ Shawn Henry

 Chairman and Director

 Shawn Henry

 /s/ Rashaun Williams

 Chief Financial Officer

 Rashaun Williams

 (Principal Financial Officer and Principal Accounting Officer)

 /s/ Lauren C. Anderson

 Lauren C. Anderson

 /s/ Janice Bryant Howroyd

 Janice Bryant Howroyd

 /s/ Stacey Abrams

 Stacey Abrams

 EXHIBIT INDEX

 Exhibit No.

 Incorporation
 by Reference

 1.1

 Underwriting
 Agreement, dated November 16, 2021, by and between the Company and Citigroup Global Markets Inc.

 Filed as Exhibit 1.1 to the Company's
 Current Report on Form 8-K (File No. 001-41076) filed on November 23, 2021 and incorporated herein by reference.

 2.1*

 Business
 Combination Agreement, dated as of March 18, 2024, by and among Shoulder Up, Holdings, Shoulder Up Merger Sub, SEI Merger Sub, and
 the Company.

 Filed as Exhibit 2.1 to the Company's
 Current Report on Form 8-K (File No. 001-41076) filed on March 22, 2024 and incorporated herein by reference.

 3.1

 Certificate
 of Incorporation

 Registration Statement on Form S-1 (File No. 333-260503) filed on October 26, 2021 and incorporated herein by reference.

 3.2

 Amended
 and Restated Certificate of Incorporation

 Current Report on Form 8-K (File No. 001-41076) filed on November 23, 2021 and incorporated herein by reference.

 3.2.1

 Certificate
 of Amendment to Amended and Restated Certificate of Incorporation, dated April 21, 2023

 Current Report on Form 8-K (File No. 001-41076) filed on April 26, 2023 and incorporated herein by reference.

 3.2.2

 Certificate
 of Amendment to Amended and Restated Certificate of Incorporation, dated November 17, 2023

 Current Report on Form 8-K (File No. 001-41076) filed on November 17, 2023 and incorporated herein by reference.

 3.2.3

 Certificate
 of Amendment to Amended and Restated Certificate of Incorporation, dated December 29, 2023

 Current Report on Form 8-K (File No. 001-41076) filed on January 2, 2024 and incorporated herein by reference.

 3.3

 Bylaws

 Filed as Exhibit 3.3 to the Company's
 Registration Statement on Form S-1 (File No. 333-260503) filed on October 26, 2021 and incorporated herein by reference.

 4.1

 Specimen
 Unit Certificate

 Filed as Exhibit 4.1 to the Company's
 Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-260503) filed on November 8, 2021 and incorporated herein by
 reference.

 4.2

 Specimen
 Class A Common Stock Certificate

 Filed as Exhibit 4.2 to the Company's
 Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-260503) filed on November 8, 2021 and incorporated herein by
 reference.

 4.3

 Specimen
 Warrant Certificate

 Filed as Exhibit 4.3 to the Company's
 Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-260503) filed on November 8, 2021 and incorporated herein by
 reference.

 4.4

 Warrant
 Agreement, dated November 16, 2021, by and between the Company and Continental Stock Transfer & Trust Company

 Filed as Exhibit 4.1 to the Company's
 Current Report on Form 8-K (File No. 001-41076) filed on November 23, 2021 and incorporated herein by reference.

 4.5

 Description of Securities

 10.1

 Letter
 Agreement, dated November 16, 2021, by and among the Company, each of its officers and directors and Shoulder Up Technology Sponsor
 LLC

 Current Report on Form 8-K (File No. 001-41076) filed on November 23, 2021 and incorporated herein by reference.

 10.2

 Investment
 Management Trust Agreement, dated November 16, 2021, by and between the Company and Continental Stock Transfer & Trust Company

 Filed as Exhibit 10.2 to the Company's
 Current Report on Form 8-K (File No. 001-41076) filed on November 23, 2021 and incorporated herein by reference.

 10.2.1

 Amendment
to the Investment Management Trust Agreement, dated April 20, 2023, by and between the Company and Continental Stock Transfer & Trust
Company

 Current Report on Form 8-K (File No. 001-41076) filed on April 26, 2023 and incorporated herein by reference.

 Exhibit No.

 Incorporation
 by Reference

 10.3

 Registration
 Rights Agreement, dated November 16, 2021, by and between the Company and Shoulder Up Technology Sponsor LLC

 Filed as Exhibit 10.3 to the
 Company's Current Report on Form 8-K (File No. 001-41076) filed on November 23, 2021 and incorporated herein by reference.

 10.4

 Private
 Placement Unit Purchase Agreement, dated November 16, 2021, by and between the Company and Shoulder Up Technology Sponsor LLC

 Filed as Exhibit 10.4 to the Company's
 Current Report on Form 8-K (File No. 001-41076) filed on November 23, 2021 and incorporated herein by reference.

 10.5

 Administrative
 Services Agreement, dated November 16, 2021, by and among the Company and Shoulder Up Technology Sponsor LLC

 Filed as Exhibit 10.5 to the Company's
 Current Report on Form 8-K (File No. 001-41076) filed on November 23, 2021 and incorporated herein by reference.

 10.6

 Form
 of Indemnity Agreement

 Filed as Exhibit 10.5 to the Company's
 Registration Statement on Form S-1 (File No. 333-260503) filed on October 26, 2021 and incorporated herein by reference.

 10.7

 Promissory
 Note issued to Shoulder Up Technology Sponsor LLC.

 Filed as Exhibit 10.6 to the Company's
 Registration Statement on Form S-1 (File No. 333-260503) filed on October 26, 2021 and incorporated herein by reference.

 10.8

 Subscription
 Agreement between the Registrant and Shoulder Up Technology Sponsor LLC

 Filed as Exhibit 10.7 to the Company's
 Registration Statement on Form S-1 (File No. 333-260503) filed on October 26, 2021 and incorporated herein by reference.

 10.9

 Form
 of Non-Redemption Agreement and Assignment of Economic Interest, dated April 2023

 Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 001-41076) filed on May 2, 2023 and incorporated herein
 by reference.

 10.9.1

 Form
 of Non-Redemption Agreement and Assignment of Economic Interest, dated November 2023

 Current Report on Form 8-K (File No. 001-41076) filed on November 17, 2023 and incorporated herein by reference.

 10.10

 Form
 of Stockholder Support Agreement.

 Current Report on Form 8-K (File No. 001-41076) filed on March 22, 2024 and incorporated herein by reference.

 10.11

 Form
 of Sponsor Support Agreement.

 Filed as Exhibit 10.2 to the Company's
 Current Report on Form 8-K (File No. 001-41076) filed on March 22, 2024 and incorporated herein by reference.

 10.12

 Form
 of Amendment to that certain letter agreement dated November 16, 2021.

 Filed as Exhibit 10.3 to the Company's
 Current Report on Form 8-K (File No. 001-41076) filed on March 22, 2024 and incorporated herein by reference.

 10.13

 Form
 of Registration Rights Agreement.

 Filed as Exhibit 10.4 to the Company's
 Current Report on Form 8-K (File No. 001-41076) filed on March 22, 2024 and incorporated herein by reference.

 Code
 of Business Conduct and Ethics

 Filed as Exhibit 14 to the Company's
 Registration Statement on Form S-1 (File No. 333-260503) filed on October 26, 2021 and incorporated herein by reference.

 31.1

 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification
 of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section
 302 of the Sarbanes-Oxley Act of 2002

 Exhibit No.

 Incorporation
 by Reference

 32.1

 Certification
 of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002

 This certification is deemed
 not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise
 subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act
 of 1933, as amended, or the Exchange Act.

 32.2

 Certification
 of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002

 This certification is deemed not filed for
 purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the
 liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as
 amended, or the Exchange Act.

 101.INS

 101.SCH

 101.CAL

 Linkbase

 101.DEF

 Linkbase

 101.LAB

 101.PRE

 Linkbase

 Cover Page Interactive Data File

 *
 Certain exhibits and schedules to this Exhibit have been omitted
in accordance with Regulation S-K Item 601(a)(5). Shoulder Up agrees to furnish supplementally a copy of any omitted exhibit or schedule
to the SEC upon its request; however, Shoulder Up may request confidential treatment of omitted items.

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