CID Holdco (DAICW) refreshes board with two independents, audit expert

Rhea-AI Filing Summary

CID Holdco, Inc. reported changes to its board of directors. On August 12, 2025, Holly Grey and Joanna Burkey resigned from the board and from the committees on which they served. Their resignations were stated to be not the result of any disagreements with the company’s operations, policies or practices.

Effective August 15, 2025, Walter Skowronski, 76, and Janice Bryant Howroyd, 72, were appointed as directors. Mr. Skowronski was also appointed chair of the audit committee. Both new directors are described as “independent” and having “financial sophistication” under applicable Nasdaq listing standards, and Mr. Skowronski has been designated an “audit committee financial expert” under SEC rules. The filing highlights Mr. Skowronski’s long senior finance career at Boeing and Lockheed-related entities and Ms. Howroyd’s more than 40 years as founder and CEO of ActOne Group and her extensive board and advisory experience.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 15, 2025 (August 12, 2025)

CID Holdco, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-42711		99-2578850
(State or Other Jurisdiction 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)

(303)-332-4122

(Registrant’s telephone number, including area code)

(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:

☐ 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: None.

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 12, 2025, Holly Grey and Joanna Burkey resigned from the board of directors of CID Holdco, Inc., a Delaware corporation (the “Company”), and the committees of the board of directors on which they respectively served. Ms. Grey’s and Ms. Burkey’s resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.

Following the resignations, effective August 15, 2025, Walter Skowronski, 76, and Janice Bryant Howroyd, 72, have been appointed to serve as a director on the board of directors of the Company and Mr. Skowronski has been appointed as the chair of the audit committee. Mr. Skowronski and Ms. Howroyd are “independent” and have “financial sophistication” as such terms are defined in the applicable listing standards of The Nasdaq Stock Market LLC and also Mr. Skowronski has been designated an “audit committee financial expert” under the relevant rules of the U.S. Securities and Exchange Commission.

Mr. Skowronski joins the Company’s board of directors with more than 40 years of experience as a senior financial executive of NYSE-listed public companies. From July 2023 through December 30, 2024, Mr. Skowronski served as a director of Coliseum Acquisition Corp., which completed a business combination with Rain Enhancement Technologies (NASDAQ: RAIN, RAINW) in December of 2024. From 2003 to his retirement in 2009, Mr. Skowronski served as Senior Vice President of The Boeing Company and President of Boeing Capital Company, a wholly-owned Boeing subsidiary responsible for arranging, structuring and providing financing for Boeing’s commercial airplane and space and defense products and services. While at Boeing, Mr. Skowronski instituted new risk management, customer relations and investor outreach programs. Previously, he served as Senior Vice President of Finance and Treasurer of Boeing from 1999 to 2003. Mr. Skowronski joined Lockheed Corp. in 1990, where he served as Vice President and Treasurer and Vice President of Investor Relations. Mr. Skowronski became Vice President and Treasurer of Lockheed Martin in March 1999 upon the merger of Lockheed Corp. and Martin Marietta Corp. and developed the new finance and treasury function for the organization. Mr. Skowronski is a former director of the National Investor Relations Institute, serving as its chairman and chief executive officer in 1989. He previously served on the board of Physicians Insurance Company and was a member of the board of directors of United States Enrichment Corp. (USEC) from 2011 to the company’s emergence from Chapter 11 bankruptcy in September 2014. He was also the Lockheed Martin-designated director on the board of directors of Calcomp Corp. from 1997 to 1999. Mr. Skowronski holds a Bachelor’s of Electrical Engineering from Northeastern University and a Master’s degree in Corporate Finance from Boston University.

Janice Bryant Howroyd joins the Company's board of directors with more than 40 years of  experience as a director and executive of not-for-profit and for profit companies. 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, talent management and digital solutions. Ms. Howroyd has served as a board member of ShoulderUp Technology Acquisition Gorp., the Los Angeles Economic Development Corporation, Women's Business Enterprise National Counsel Global Business Committee, and most recently has joined the global board of directors of United Way. 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 new entrepreneurs to create digital enterprises during the first Trump administration. Ms. Howroyd attended North Carolina A&T State University from which she received one of several honorary doctorates she holds. 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.  

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. 

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURE

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: August 15, 2025	By:	/s/ Edmund Nabrotsky
		Edmund Nabrotsky
		President and Chief Executive Officer

2

FAQ

What board changes did CID Holdco, Inc. (DAICW) disclose in this 8-K?

The company reported that Holly Grey and Joanna Burkey resigned from the board of directors and their board committees on August 12, 2025, and that Walter Skowronski and Janice Bryant Howroyd were appointed as directors effective August 15, 2025, with Mr. Skowronski also becoming chair of the audit committee.

Did the resignations from CID Holdco, Inc.’s board involve any disagreements?

The filing states that the resignations of Ms. Grey and Ms. Burkey were not the result of any disagreements with the company relating to its operations, policies or practices.

Who is the new audit committee chair at CID Holdco, Inc. (DAICW)?

Walter Skowronski was appointed as a director and named chair of the audit committee effective August 15, 2025. He is also designated as an “audit committee financial expert” under SEC rules.

What qualifications does Walter Skowronski bring to CID Holdco, Inc.’s board?

The filing notes that Mr. Skowronski has more than 40 years of experience as a senior financial executive at NYSE-listed public companies, including roles as Senior Vice President of The Boeing Company and President of Boeing Capital Company, as well as prior senior finance and treasury positions at Lockheed and Lockheed Martin.

What experience does Janice Bryant Howroyd bring to CID Holdco, Inc.’s board?

Janice Bryant Howroyd is described as having more than 40 years of experience as a director and executive of not-for-profit and for-profit companies. She is the founder and chief executive officer of the ActOne Group and has served on multiple boards and advisory bodies, including roles with economic development and government-related organizations.

Are the new CID Holdco, Inc. directors considered independent?

Yes. The filing states that Mr. Skowronski and Ms. Howroyd are “independent” and have “financial sophistication” as those terms are defined in the applicable listing standards of The Nasdaq Stock Market LLC.