CID Holdco, Inc. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2025 • CID Holdco, Inc. • Services-computer integrated systems design
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 18, 2025 is made by and between New Circle Principal Investments LLC, a Delaware limited liability company (the “Investor”), and CID HoldCo, Inc., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • June 26th, 2025 • CID Holdco, Inc. • Services-computer integrated systems design • New York
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of June 18, 2025, 2024, is made and entered into by and among CID Holdco, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule A1 hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 26th, 2025 • CID Holdco, Inc. • Services-computer integrated systems design
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on , 2025, by and among CID HoldCo, Inc., a Delaware corporation (“Holdings”) and the undersigned subscriber (“Subscriber”).
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF CID HOLDCO, INC.Business Combination Agreement • June 26th, 2025 • CID Holdco, Inc. • Services-computer integrated systems design
The following unaudited pro forma combined financial statements are provided to aid in the analysis of the financial aspects of the Business Combination which closed on June 18, 2025. The business combination agreement, dated as of March 18, 2024, was by and among ShoulderUp Technology Acquisition Corp. (“SUTA”), a Delaware corporation, among CID Holdco, Inc., a Delaware corporation (“Holdings”) and a wholly-owned subsidiary of ShoulderUp, ShoulderUp Merger Sub, Inc., a Delaware corporation (“ShoulderUp Merger Sub”) and wholly-owned subsidiary of ShoulderUp, SEE ID Merger Sub, Inc., a Nevada corporation (“SEE ID Merger Sub”) and wholly-owned subsidiary of ShoulderUp, and SEE ID, Inc., a Nevada corporation (“SEE ID”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 26th, 2025 • CID Holdco, Inc. • Services-computer integrated systems design • New York
This Share Purchase Agreement (the “Agreement”), dated as of June 18, 2025, is made by and between New Circle Principal Investments LLC, a Delaware limited liability company (the “Investor”), and CID HoldCo, Inc., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • June 26th, 2025 • CID Holdco, Inc. • Services-computer integrated systems design • New York
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of June 18, 2025, by and among ShoulderUp Technology Acquisition Corp., a Delaware corporation (“SUAC”), CID HoldCo, Inc. a Delaware corporation (“Holdings”), and Continental Stock Transfer & Trust SUAC, a New York limited purpose trust company (the “Warrant Agent”). Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).