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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): March 4, 2026
CID
HOLDCO, INC.
(Exact
name of registrant as specified in its charter)
|
|
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 |
|
DAICW |
|
The
Nasdaq Stock Market LLC
|
| Common Stock at an exercise price $11.50 per share |
|
|
|
|
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
2.02 Results of Operations and Financial Condition
On
March 4, 2026, CID Holdco, Inc. (the “Company”) issued a press release announcing financial results for its fourth quarter
and full year ended December 31, 2025. 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 March 4, 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: March 4, 2026 |
By: |
/s/ Charles Maddox |
| |
|
Charles Maddox |
| |
|
Chief Financial Officer |
Exhibit
99.1
Dot
Ai Reports Fourth Quarter and Full Year 2025 Financial Results
Full
Year Revenue Increases to $5.8 Million Driven by Accelerating Customer Adoption;
Record Q4 Revenue Validates Commercial Momentum
LAS
VEGAS, NV – March 4, 2026 – CID Holdco. (Nasdaq: DAIC) (“Dot Ai” or the “Company”), an IoT and AI-based
SaaS company redefining asset intelligence for industrial technology, today reported its financial results for the fourth quarter and
full year ended December 31, 2025.
Fourth
Quarter and Full Year 2025 Financial Summary:
| ($ in millions, except per share data) |
| | |
Three Months Ended
December 31, | | |
Year Ended
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Revenues | |
$ | 4.5 | | |
$ | (0.0 | ) | |
$ | 5.8 | | |
$ | 0.2 | |
| Gross Profit | |
$ | 2.0 | | |
$ | (0.0 | ) | |
$ | 2.7 | | |
$ | 0.1 | |
| Total Operating Expenses | |
$ | 4.2 | | |
$ | 2.4 | | |
$ | 13.1 | | |
$ | 7.2 | |
| Loss from Operations | |
$ | (2.2 | ) | |
$ | (2.4 | ) | |
$ | (10.4 | ) | |
$ | (7.0 | ) |
| Net Loss | |
$ | (2.4 | ) | |
$ | (2.7 | ) | |
$ | (36.7 | ) | |
$ | (21.5 | ) |
| Net Loss per Share (Basic & Diluted) | |
$ | (0.08 | ) | |
$ | (0.22 | ) | |
$ | (1.78 | ) | |
$ | (1.78 | ) |
| Adjusted EBITDA (non-GAAP)* | |
$ | (2.2 | ) | |
$ | (1.9 | ) | |
$ | (9.1 | ) | |
$ | (4.8 | ) |
| * | See
reconciliation
of non-GAAP financial measures below. |
Fourth
Quarter and Full Year 2025 Operational Highlights:
| ● | Provided
2026 revenue guidance of $6 to $7.5 million, reflecting management’s confidence in the Company’s
commercial pipeline and growth trajectory. |
| ● | Completed
the generation 3.0 SaaS platform with full multi-tenant architecture, delivering real-time
asset visibility, predictive analytics, and seamless integration with existing customer infrastructure,
serving as the backbone of the Company’s recurring revenue model and enabling enterprise-scale
deployments. |
| ● | Expanded
manufacturing operations at the Company’s Barceloneta, Puerto Rico facility (Dot Works),
supporting increased hardware production capacity to meet growing customer demand. |
| ● | Secured
strategic partnerships including CanTech Group for international distribution in Australia,
Wiliot for ambient IoT solutions, and Wurth Industry North America for industrial supply
chain applications. |
| ● | Showcased
the generation 3.0 Asset Intelligence platform at Manifest 2026, the premier supply chain
and logistics technology conference held February 9–11 at The Venetian in Las Vegas.
CEO Ed Nabrotzky participated in a featured panel discussion alongside partners from Würth
Industry and Wiliot, highlighting the Company’s expanding ecosystem and commercial
traction. |
Management Commentary
Ed
Nabrotzky, Co-Founder and CEO of Dot Ai, said: “2025 was a landmark year for Dot Ai. We completed our business combination, began
trading on Nasdaq, and transformed into a commercial-stage enterprise with $5.8 million in full year revenue. Our record fourth quarter
results in particular, validate the market demand for our Asset Intelligence platform and reflect the progress we have made in converting
our pipeline into live customer deployments across multiple industries.
“The
completion of our generation 3.0 platform, the expansion of our manufacturing operations in Puerto Rico, and the strategic partnerships
we secured with CanTech, Wiliot, and Würth Industry North America position us to capitalize on the significant market opportunity
ahead. Our presence at Manifest 2026 further demonstrated the depth of our partner ecosystem and the broad industry applicability of
our technology.
“Looking
ahead to 2026, we are confident in our ability to scale, particularly with an improved mix of software subscriptions. This is reflected
in our revenue guidance of $6 to $7.5 million. We are focused on converting our robust pipeline into recurring subscription revenue,
expanding our partner ecosystem, and investing in the world-class team we have assembled. With a clear path to growth and multiple catalysts
on the horizon, we believe Dot Ai is well-positioned to create meaningful value for our shareholders,” concluded Nabrotzky.
Fourth
Quarter 2025 Financial Results
Revenue
for the fourth quarter of 2025 grew to $4.5 million, as compared to ($0.0) million in the same year-ago quarter. The increase was primarily
driven by the Company’s transition from development-stage operations to commercial revenue generation following the completion
of its business combination in June 2025.
Gross
profit for the fourth quarter of 2025 grew to $2.0 million, representing a gross margin of 43.7%, as compared to gross profit of ($0.0)
million, in the prior year period. The increase in gross profit reflects the Company’s shift to commercial operations and the scaling
of manufacturing at the Barceloneta, Puerto Rico facility.
Operating
expenses for the fourth quarter of 2025 totaled $4.2 million, as compared to $2.4 million in the same year-ago quarter. The increase
was primary due to the commencement of commercial operations and manufacturing as well as costs associated with being a public company.
Net
loss for the fourth quarter of 2025 shrank to $2.4 million, or ($0.08) per basic and diluted shares, as compared to a net loss of $2.7
million, or ($0.22) per basic and diluted share, in the same year-ago quarter.
Adjusted
EBITDA, a non-GAAP measure, totaled ($2.2) million in the fourth quarter of 2025, as compared to ($1.9) million in the same year-ago
quarter. See the US GAAP Net Loss to Adjusted EBITDA reconciliation table provided below.
Conference
Call
Management
will host an investor conference call at 4:30 p.m. Eastern time on Wednesday, March 4, 2026 to discuss the Company’s fourth quarter and
full year 2025 financial results, provide a corporate update, and conclude with Q&A from telephone participants. To participate,
please use the following information:
Q4
& Full Year 2025 Earnings Conference Call
Date:
Wednesday, March 4, 2026
Time: 4:30 p.m. Eastern time
U.S. Dial-in: 1-877-407-0789
International Dial-in: 1-201-689-8562
Conference ID: 13759051
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1754391&tp_key=468d1eac39
Please
join at least five minutes before the start of the call to ensure timely participation. A webcast replay will be available following
the call using the webcast link above.
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.
Use
of Non-GAAP Financial Measures
This
press release includes the following non-GAAP measure -- adjusted EBITDA, which is not a measure of financial performance under GAAP
and should not be considered as an alternative to net income (loss) as a measure of financial performance. The Company believes this
non-GAAP measure, when considered together with the corresponding GAAP measures, provides useful information to investors and management
regarding financial and business trends relating to the Company’s results of operations. However, this non-GAAP measure has significant
limitations in that it does not reflect all the costs and other items associated with the operation of the Company’s business as determined
in accordance with GAAP. In addition, the Company’s non-GAAP measures may be calculated differently and are therefore not comparable
to similar measures by other companies. Therefore, investors should consider non-GAAP measures in addition to, and not as a substitute
for, or superior to, measures of financial performance in accordance with GAAP. For a definition and reconciliation of EBITDA to net
income (loss), its corresponding GAAP measure, please see the reconciliation table shown in this press release below.
US-GAAP
NET LOSS TO ADJUSTED EBITDA RECONCILIATION
(Unaudited)
| | |
For the Year Ended
December 31, | | |
For the three months ended December 31, | |
| (In Thousands) | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Net Loss | |
$ | (36.7 | ) | |
$ | (21.5 | ) | |
$ | (2.4 | ) | |
$ | (2.7 | ) |
| Interest expense | |
| 0.4 | | |
| - | | |
| 0.1 | | |
| - | |
| EBITDA | |
$ | (36.3 | ) | |
$ | (21.5 | ) | |
$ | (2.3 | ) | |
$ | (2.7 | ) |
| Adjustments | |
| | | |
| | | |
| | | |
| | |
| Acquisition and integration | |
| 1.2 | | |
| 2.0 | | |
| - | | |
| 0.5 | |
| Change in fair value of SAFE notes | |
| 17.4 | | |
| 14.5 | | |
| - | | |
| 0.3 | |
| Change in fair value of derivative liabilities | |
| (0.2 | ) | |
| - | | |
| (0.2 | ) | |
| - | |
| Transaction costs | |
| 2.7 | | |
| - | | |
| - | | |
| - | |
| Loss on extinguishment of debt | |
| 5.8 | | |
| - | | |
| - | | |
| - | |
| Loss on issuance of shares | |
| 0.3 | | |
| - | | |
| 0.3 | | |
| - | |
| Stock based compensation | |
| - | | |
| 0.2 | | |
| - | | |
| - | |
| Total Adjustments | |
| 27.2 | | |
| 16.7 | | |
| 0.1 | | |
| 0.8 | |
| Adjusted EBITDA | |
| (9.1 | ) | |
| (4.8 | ) | |
| (2.2 | ) | |
| (1.9 | ) |
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 anticipated production capacity increases,
facility expansion 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) 247-6461
DAIC@mzgroup.us
www.mzgroup.us
