CID Holdco Inc SEC Filings

CID HoldCo, Inc. is conducting a primary offering registering up to 23,809,523 shares of common stock, sold together with Series A-1 and Series A-2 warrants, plus related pre-funded and placement agent warrants and up to 72,976,188 shares issuable upon warrant exercises.

The assumed combined public offering price is $0.4200 per share and accompanying warrants, with pre-funded warrants priced at $0.4199. The deal is a reasonable best-efforts offering with no minimum, so the company may raise significantly less capital than anticipated. Net proceeds are earmarked for working capital and general corporate purposes.

Shares outstanding were 29,273,322 as of September 30, 2025, and would rise to 53,082,845 if the full share amount (including any pre-funded warrants) is sold, before warrant exercises. CID HoldCo flags substantial dilution risk and notes that offering proceeds plus current cash are expected to fund only about six to nine months of operations.

The company discloses substantial doubt about its ability to continue as a going concern, a working capital deficit of $5.4 million, reliance on an up to $50 million equity line with New Circle, and a senior secured convertible loan facility of up to $5 million. Preliminary 2025 results indicate revenue of roughly $4.3–$4.6 million for Q4 and $5.6–$5.9 million for the full year, driven by new customers and initial hardware shipments, but the business remains early-stage with a rapidly evolving sales pipeline.

CID Holdco, Inc. reported that its audit committee dismissed Berkowitz Pollack Brant Advisors + CPAs, LLP ("BPB") as its independent registered public accounting firm and approved Carr, Riggs & Ingram, LLC ("CRI") as the new auditor after CRI acquired certain BPB capital markets assets effective January 1, 2026. BPB’s audit report on SEE ID, Inc. dba Dot Ai’s 2024 consolidated financial statements contained an explanatory paragraph about substantial doubt regarding SEE ID’s ability to continue as a going concern, relating to the business before the June 18, 2025 business combination.

The company states there were no disagreements with BPB on accounting, disclosure, or audit scope, but it previously identified material weaknesses in internal control over financial reporting. These weaknesses caused cost of goods sold to be overstated by $310,160 for the three months ended March 31, 2025 and by $137,204 for the three and nine months ended September 30, 2024, with equal understatements of operating expenses. The company also disclosed that it issued a press release about preliminary 2025 revenue and expected 2026 revenue.

CID Holdco, Inc. has appointed Dolores Rochester, age 50, as Chief Revenue Officer effective January 5, 2025, replacing Robert Reny, who resigned on December 12, 2025. The company states that Mr. Reny’s resignation is not due to any disagreement over accounting principles, practices, or financial statement disclosures.

Ms. Rochester joins from Oracle, where she most recently served as Group Vice President for North America Cloud Infrastructure Sales, after a long sales leadership career at Oracle and IBM. She will receive a base salary of $285,000 per year and be eligible for a variable bonus of up to $190,000 for 2026, tied to annual sales targets set by the CEO and approved by the Compensation Committee. She will also participate in the company’s standard executive benefit plans. The company issued a press release about her appointment on December 18, 2025.

CID HoldCo, Inc. is registering up to 29,701,559 shares of common stock for resale and up to 14,999,983 shares issuable upon exercise of public warrants. The filing also covers 655,000 private placement warrants and related warrant shares for resale. The company will not receive proceeds from securityholder resales, but could receive up to approximately $172,499,805 if all 14,999,983 public warrants are exercised for cash at $11.50 per share.

The Total Resale Shares equal 106.94% of the 27,773,322 shares outstanding as of December 1, 2025, and the company warns that full resale could significantly pressure the stock price. An equity line of credit with New Circle allows discretionary sales of up to $50 million of stock, with 5,524,624 related shares included in this registration and subject to a 19.99% Nasdaq exchange cap and a 4.99% ownership cap that can increase to 9.99%. CID HoldCo operates an AI- and machine-learning enabled SaaS platform for real-time tracking of high-value assets and remains an emerging growth company with limited historical revenue.

CID Holdco, Inc. (DAIC)4,967,391 shares of DAIC common stock. This Form 3 filing reflects ownership received in connection with a business combination in which CID Holdco, Inc. acquired SEE ID, Inc. under a Business Combination Agreement dated March 18, 2024. The consideration to SEE ID shareholders was based on an agreed value of $171,635,010 divided by $10.00 per share of CID Holdco common stock, clarifying how the equity stake was determined as part of the transaction.

CID Holdco, Inc. (DAIC) furnished an 8‑K announcing it issued a press release with financial results for the three and nine months ended September 30, 2025. The press release is included as Exhibit 99.1.

The company notes the information is being furnished, not filed under the Exchange Act and will not be incorporated by reference into other SEC filings. CID Holdco’s common stock trades on Nasdaq under DAIC, and its warrants (exercise price $11.50 per share) trade under DAICW.

CID Holdco, Inc. (DAIC) filed a Form 3 initial statement for Edmund Nabrotzky, who serves as Chief Executive Officer and Director. The filing, tied to an event date of 06/18/2025, reports that no securities are beneficially owned by the reporting person.

CID Holdco, Inc. (DAICW) amends its S-1 registration and discloses key financing and risk information for the proposed public company following a business combination. The company may issue up to 14,999,983 shares upon exercise of Public Warrants and would receive up to $172,499,805 if all Public Warrants are exercised for cash, with proceeds intended for general corporate purposes unless otherwise disclosed. The filing lists numerous operational and regulatory risks, including material weaknesses in SEE ID's internal control over financial reporting, a history of operating losses, potential litigation, and supply-chain, cybersecurity, and international expansion risks. Management, board composition, major stockholders and beneficial ownership percentages are disclosed, showing concentrated insider and related-party holdings. Financial statement line items include SAFE issuances, changes in fair value, cash flows from financing and investing activities, and product development budgets through 2025. The filing emphasizes substantial uncertainty around achieving profitability, integration and execution risks from the Business Combination, and governance and compliance burdens of being public.

CID Holdco, Inc. disclosed that it has accepted an initial stocking order from Wurth Industry North America LLC for approximately $1.27 million of its Zero Infrastructure Mesh ("ZIM") technology network products. Under the order terms, Wurth pays fifty percent of the amount at acceptance and the remaining fifty percent upon shipment of the products.

The order is governed by CID Holdco’s existing partner agreement and exclusivity agreement with Wurth, which grant Wurth global distribution rights to sell the company’s software and hardware products during an initial one-year term and up to four renewal terms, unless terminated earlier under the agreements.