Dot Ai (NASDAQ: DAIC) launches strategic review that may include sale or liquidation

Q: Which financial advisor is assisting Dot Ai (DAIC) with its strategic review?

Dot Ai has engaged Cohen & Company Capital Markets , a division of J.V.B. Financial Group, LLC, as its exclusive financial advisor to evaluate strategic alternatives, including potential transactions, partnerships, financings, or other paths described in the company’s announcement.

Q: What does Dot Ai (DAIC) do as a business?

Dot Ai is an IoT and AI-based SaaS company focused on Asset Intelligence for smart supply chain operations, offering real-time asset visibility and predictive analytics to industries such as aviation, construction, delivery, military, mining, retail, ports, medical logistics, warehousing, and manufacturing.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CID Holdco, Inc. (Dot Ai) filed an update stating that the company is exploring a broad range of strategic alternatives. Options under review include a sale of the company, a merger or other business combination, strategic partnerships or joint ventures, licensing deals, a recapitalization, new financing, continuing its standalone plan, or a liquidation and dissolution.

The company has engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as its exclusive financial advisor for this process. No timetable has been set, and the company notes there is no assurance that any transaction will occur or that any completed transaction will be on attractive terms.

Positive

None.

Negative

Strategic review includes liquidation and dissolution, indicating that Dot Ai is considering not only value-creating options such as a sale or merger but also the possibility of winding down if better alternatives are not available.

Insights

Dot Ai is formally exploring strategic options, including possible sale or liquidation.

Dot Ai has initiated a strategic review that spans nearly all major corporate paths: sale, merger, partnerships, recapitalization, additional financing, continuing independently, or liquidation and dissolution. The board has hired Cohen & Company Capital Markets as exclusive financial advisor, signaling a structured process.

This type of review often reflects pressure on the current standalone strategy or capital structure, but the company explicitly states no agreement has been reached and outcomes are uncertain. The inclusion of liquidation among the alternatives highlights potential downside risk if other options do not materialize on acceptable terms.

The company has not set a timetable and does not expect interim updates unless the board deems disclosure appropriate or required. Investors will need to rely on future company communications for clarity on whether the process leads to a transaction, continued independence, or another path outlined in this announcement.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Common stock par value: $0.0001 per share Warrant exercise price: $287.50 per share Announcement date: June 3, 2026 +1 more

4 metrics

Common stock par value $0.0001 per share Common Stock, par value $0.0001 per share listed on Nasdaq

Warrant exercise price $287.50 per share Warrants exercisable for one share of common stock at $287.50 per share

Announcement date June 3, 2026 Press release announcing strategic alternatives dated June 3, 2026

Company phone number (303) 332-4122 Registrant’s telephone number, including area code

Key Terms

strategic alternatives, recapitalization, liquidation and dissolution, forward-looking statements, +1 more

5 terms

strategic alternatives financial

"the Company is exploring a range of strategic alternatives, including, but not limited to, a sale of the Company"

Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.

recapitalization financial

"strategic partnership or joint venture, licensing arrangements, a recapitalization, additional financing transactions"

Recapitalization is a deliberate change to a company's mix of debt and equity—how much it borrows versus how much is funded by shareholders—accomplished by issuing or repaying debt, buying back shares, or issuing new shares. It matters to investors because it alters the company's risk profile, potential returns and cash flow stability: increasing debt can amplify returns but raises the chance of financial stress, while adding equity can dilute ownership but lower default risk—like swapping between a mortgage and savings to reshape household finances.

liquidation and dissolution financial

"continued execution of the Company’s standalone operating plan or a liquidation and dissolution"

Liquidation and dissolution describe the shutdown of a company: liquidation is the process of selling the business’s assets, using the cash to pay creditors and, if anything remains, returning value to owners; dissolution is the formal legal step that ends the company’s existence. For investors, these steps determine whether and how much money creditors and shareholders recover, and signal that the business will no longer generate future revenue—think of it as clearing out a shop, settling bills, then closing the store for good.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Asset Intelligence technical

"an IoT and AI-based SaaS company at the forefront of Asset Intelligence technology for smart supply chain operations"

A system that collects and analyzes data about physical or digital assets — such as equipment, property, or software — to track their condition, location, usage and performance. Think of it like a fitness tracker for a company’s valuables: it reveals when something needs repair, is underused, or is losing value. Investors care because better asset intelligence reduces surprise costs, improves predictability of cash flow and maintenance spending, and supports more accurate valuations and risk assessments.

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Understanding 8-K Material Events →

06/03/2026 - 04:45 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2026

CID HOLDCO, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42711		99-2578850
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5661 S Cameron St, Suite 100

Las Vegas, Nevada

89118

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (303)-332-4122

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	DAIC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock at an exercise price of $287.50 per share*	DAICW	The Nasdaq Stock Market LLC

Reflects giving effect to the reverse stock split as of 4:01 p.m. Eastern Time on May 29, 2026 as described in the 8-K filed by CID Holdco, Inc. with the Securities and Exchange Commission on May 28, 2026.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01

Regulation FD

On June 3, 2026, the Company issued a press release relating to the Company exploring strategic alternatives. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this current report on Form 8-K, including the press release attached as Exhibit 99.1 hereto, is being furnished, but shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release dated June 3, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CID Holdco, Inc.

Date: June 3, 2026	By:	/s/ Edmund Nabrotzky
		Edmund Nabrotzky
		Chief Executive Officer

Exhibit 99.1

Dot Ai Announces Engagement of Cohen & Company to Evaluate Strategic Alternatives

LAS VEGAS, NV / June 3, 2026 / Dot Ai, Inc. (Nasdaq: DAIC) (“Dot Ai” or the “Company”), an IoT and AI-based SaaS company redefining asset intelligence for industrial technology, today announced that the Company is exploring a range of strategic alternatives, including, but not limited to, a sale of the Company, a merger or other business combination, a strategic partnership or joint venture, licensing arrangements, a recapitalization, additional financing transactions, continued execution of the Company’s standalone operating plan or a liquidation and dissolution. In connection with the process, the Company has engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, to serve as its exclusive financial advisor.

No timetable has been established for the completion of this process, and the Company does not expect to disclose developments unless and until the Board of Directors has concluded that disclosure is appropriate or required. No agreement providing for any transaction has been reached and there can be no assurances that this process will result in the Company pursuing a transaction or that any transaction, if pursued, will be completed on attractive terms.

About Dot Ai

Dot Ai (Nasdaq: DAIC) is an IoT and AI-based SaaS company at the forefront of Asset Intelligence technology for smart supply chain operations. Leveraging state-of-the-art AI engines, cutting-edge 5G RF and BLE technology, and seamless cloud integrations, Dot Ai offers real-time asset visibility and predictive analytics that integrate with existing infrastructure. The Company serves multiple industries including aviation, construction, delivery, military, mining, retail, sea ports, medical logistics, warehousing and manufacturing. For more information, please visit daic.ai.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts, including statements regarding the range of range of strategic alternatives being explored by the Company, anticipated production capacity, facility plans, expected order fulfillment, and future business growth. All forward-looking statements are based on Dot Ai’s current expectations and beliefs concerning future developments and their potential effects on the company. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and Dot Ai assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Investor Relations Contact:

Lucas A. Zimmerman & Ian Scargill
MZ Group - MZ North America
(262) 357-2918
DAIC@mzgroup.us
www.mzgroup.us

Source: View Original Filing on SEC EDGAR

FAQ

What strategic alternatives is Dot Ai (DAIC) currently exploring?

Dot Ai is evaluating a wide range of options, including a sale of the company, a merger or other business combination, strategic partnerships or joint ventures, licensing arrangements, a recapitalization, additional financing, continuing its standalone plan, or a potential liquidation and dissolution.

Which financial advisor is assisting Dot Ai (DAIC) with its strategic review?

Dot Ai has engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as its exclusive financial advisor to evaluate strategic alternatives, including potential transactions, partnerships, financings, or other paths described in the company’s announcement.

Has Dot Ai (DAIC) committed to a sale, merger, or other transaction?

Dot Ai states that no agreement for any transaction has been reached. The company emphasizes there is no assurance the review will result in pursuing a transaction, or that any transaction, if pursued, will be completed on attractive terms for stakeholders.

Is Dot Ai (DAIC) considering liquidation as part of its strategic alternatives?

Yes. Among the listed alternatives, Dot Ai includes the possibility of a liquidation and dissolution, alongside options such as a sale, merger, partnerships, recapitalization, additional financing, or continuing to execute its standalone operating plan.

Is there a timetable for Dot Ai’s (DAIC) strategic alternatives process?

Dot Ai explains that no timetable has been established for completing the strategic review. The company does not expect to provide further updates unless and until its Board of Directors concludes that additional disclosure is appropriate or legally required.

What does Dot Ai (DAIC) do as a business?

Dot Ai is an IoT and AI-based SaaS company focused on Asset Intelligence for smart supply chain operations, offering real-time asset visibility and predictive analytics to industries such as aviation, construction, delivery, military, mining, retail, ports, medical logistics, warehousing, and manufacturing.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRESS RELEASE DATED JUNE 3, 2026 6.9 KB