SCHEDULE: Phyllis Newhouse and ShoulderUp Trust Disclose 12.22% Stake in CID HoldCo Following Business Combination

Phyllis Newhouse and ShoulderUp 2021 Trust have disclosed a combined beneficial ownership of 12.22% in CID HoldCo, Inc. following the recent business combination involving ShoulderUp Technology Acquisition Corp. and SEE ID, Inc.

Summary

• Phyllis Newhouse and ShoulderUp 2021 Trust (Reporting Persons) have filed a Schedule 13D, disclosing their beneficial ownership in CID HoldCo, Inc.
• The filing is a result of the business combination completed on June 18, 2025, where ShoulderUp Technology Acquisition Corp. and SEE ID, Inc. merged into subsidiaries of CID HoldCo, Inc.
• Phyllis Newhouse directly holds 1,023,314 shares and, as trustee of ShoulderUp 2021 Trust, shares voting and investment power over an additional 2,354,416 shares.
• Collectively, Phyllis Newhouse beneficially owns 3,377,730 shares, representing 12.22% of CID HoldCo, Inc.'s Common Stock outstanding.
• ShoulderUp 2021 Trust beneficially owns 2,354,416 shares, representing 8.52% of the outstanding Common Stock.
• The total shares outstanding as of June 25, 2025, were 27,636,939.
• The consideration for SEE ID shareholders in the business combination was $171,635,010, valued at $10.00 per share, paid in Common Stock.

Sentiment

Score: 7

Explanation: The document is largely factual reporting of a completed business combination and subsequent ownership disclosure. The significant ownership by a director and associated trust, coupled with standard lock-up and registration rights, suggests a stable post-merger ownership structure, which is generally positive for investor confidence. No negative financial performance or operational issues are disclosed.

Positives

• The completion of the business combination signifies a strategic milestone for CID HoldCo, Inc., integrating ShoulderUp Technology Acquisition Corp. and SEE ID, Inc. as wholly-owned subsidiaries.
• The Reporting Persons, including director Phyllis Newhouse, hold a significant stake (12.22%), indicating alignment of interests with the company's success.
• The Registration Rights and Lock-Up Agreement provides for future liquidity options for the Reporting Persons through "shelf" and "piggyback" registration rights.

Negatives

• The Reporting Persons are subject to a 180-day lock-up period, restricting the transfer of their beneficially owned shares after the June 18, 2025 closing date.

Risks

• The Reporting Persons reserve the right to change their investment intent at any time, which could lead to future transactions, events, or actions affecting the Issuer's securities.
• Future actions by the Reporting Persons will depend on various factors, including the Issuer's business, financial condition, market for securities, and general economic conditions, introducing uncertainty regarding their long-term holdings.

Future Outlook

The Reporting Persons reserve the right to change their investment intent at any time and may formulate other plans or proposals concerning the Issuer, dependent on an ongoing evaluation of the Issuer's business, financial condition, market for its securities, and general economic conditions.

Industry Context

This Schedule 13D filing reflects the post-merger ownership structure of CID HoldCo, Inc., a common outcome following SPAC (Special Purpose Acquisition Company) business combinations, where initial investors and founders convert their interests into shares of the combined entity. The significant stake held by Phyllis Newhouse, a director, is typical for founders or key figures in such transactions, aligning their interests with the long-term performance of the newly formed public company.

Comparison to Industry Standards

• The 180-day lock-up period for Reporting Persons' shares is a standard practice in SPAC de-SPAC transactions, designed to prevent immediate selling pressure post-merger and demonstrate commitment from key shareholders.
• The provision of "shelf" and "piggyback" registration rights is also standard for significant shareholders in such transactions, offering a mechanism for future orderly liquidity.

Corporate Governance

Related Party Transactions

• The business combination itself involved ShoulderUp Technology Acquisition Corp. (SUAC) and SEE ID, Inc., which merged into subsidiaries of CID HoldCo, Inc. Phyllis Newhouse is a director of the Issuer and a Reporting Person, indicating her involvement in the transaction and subsequent ownership.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding significant beneficial ownership, which can influence investor perception and potentially share price. The lock-up agreement provides stability by preventing immediate large-scale selling by key shareholders.
• Management: The significant stake held by a director (Phyllis Newhouse) suggests strong alignment between management and shareholder interests.

Next Steps

• The 180-day lock-up period for the Reporting Persons' shares will expire, after which they may transfer their equity interests, subject to certain exceptions.
• The Reporting Persons may exercise their "shelf" and "piggyback" registration rights to facilitate future sales of their shares.
• The Reporting Persons may change their investment intent or formulate new plans regarding their holdings in CID HoldCo, Inc.

Key Dates

Keywords

CID HoldCo Inc., ShoulderUp 2021 Trust, Phyllis Newhouse, Schedule 13D, Beneficial Ownership, Business Combination, Merger, SEC Filing, Common Stock, Corporate Governance, Lock-Up Agreement, Registration Rights