Audit switch at CID Holdco (NASDAQ: DAIC) amid prior control weaknesses

Rhea-AI Filing Summary

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.

Insights

Accounting & Audit Governance Analyst

CID Holdco changes auditors after practice acquisition and reiterates prior control weaknesses.

CID Holdco’s audit committee replaced BPB with CRI after CRI acquired certain capital markets assets from BPB effective January 1, 2026. This presents as a structural change in audit provider rather than a dispute-driven departure, as the company explicitly notes no disagreements with BPB on accounting principles, disclosures, or audit procedures for 2024 and 2025.

The filing reiterates previously disclosed material weaknesses in internal control over financial reporting. These included inadequate controls over cost of goods sold categorization, insufficient accounting department staffing, and weaknesses in reviewing the fair value of SAFE notes calculated by a third-party specialist. They led to overstated cost of goods sold of $310,160 for the quarter ended March 31, 2025 and $137,204 for the three and nine months ended September 30, 2024, with offsetting understatements in operating expenses.

BPB’s prior audit report on SEE ID’s 2024 financials included a going concern explanatory paragraph, but this related to SEE ID before the June 18, 2025 business combination. The company also notes a press release with preliminary and unaudited 2025 revenue and expected 2026 revenue. Overall, this is a governance and disclosure update; the economic impact depends on how quickly the control weaknesses are remediated and how smoothly the audit transition to CRI proceeds.

8-K Event Classification

3 items: 4.01, 7.01, 9.01

3 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

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.

Understanding 8-K Material Events →

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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): January 13, 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  $11.50 per share		DAICW		The Nasdaq Stock Market LLC

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 4.01 Changes in Registrant’s Certifying Accountant

CID Holdco, Inc., a Delaware corporation (the “Company”), was notified that Carr, Riggs & Ingram, LLC (“CRI”) acquired, effective as of January 1, 2026, certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”). On January 13, 2026, the Audit Committee of the Company’s Board of Directors simultaneously dismissed BPB as the Company’s independent registered public accounting firm and approved the appointment of CRI as the Company’s new independent registered public accounting firm.

BPB’s audit report on SEE ID, Inc. dba Dot Ai’s (“SEE ID”) consolidated financial statements for the fiscal year ended December 31, 2024 (the only year for which BPB issued such a report) contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report on the consolidated financial statements of SEE ID for the fiscal year ended December 31, 2024 included an explanatory paragraph indicating that there was substantial doubt as to SEE ID’s ability to continue as a going concern.

On June 18, 2025 (the “Closing Date”), the Company consummated the transactions contemplated by that certain Business Combination Agreement, dated March 18, 2024 (the “Business Combination Agreement”), by and among the Company, ShoulderUp Technology Acquisition Corp, a Delaware corporation (“SUAC”), ShoulderUp Merger Sub, Inc., a Delaware corporation (“ShoulderUp Merger Sub”), SEI Merger Sub, Inc., a Delaware Corporation (“SEI Merger Sub”) and SEE ID, a Nevada corporation . As a result, the audit report referenced above relates solely to the historical audited consolidated financial statements of SEE ID for the fiscal year ended December 31, 2024 prior to the business combination.

During the fiscal years ended December 31, 2024 and 2025 and the subsequent interim period through the date of this Current Report on Form 8-K, there were (i) no disagreements with BPB on any matter of accounting principles or practices, consolidated financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BPB would have caused them to make reference thereto in connection with their reports on the financial statements for such years and (ii) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that, as originally reported in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, there were material weaknesses in its internal control over financial reporting relating to the failure to properly design and implement adequate controls over financial reporting for costs of goods sold to ensure proper categorization of expenses on purchase orders generated by our operating departments and to ensure the finance department management analyzed the increases in costs of goods sold period over period aligned with budgeted and actual level of production; inadequate staffing in the Company’s accounting department and design and implementation of the appropriate processes and internal controls to support accurate and timely financial reporting, and inadequate controls in the design of internal controls related to the review of the fair value calculation of SAFE notes performed by a third-party valuation specialist.

The material weaknesses resulted in cost of goods sold in the Company’s condensed consolidated financial statements being overstated by $310,160 for the three months ended March 31, 2025, with a corresponding understatement of total operating expenses, and by $137,204 for the three and nine months ended September 30, 2024, also with a corresponding understatement of total operating expenses. The Audit Committee has discussed this matter with BPB and has authorized BPB to respond fully to any inquiries of the Company’s successor independent registered public accounting firm concerning this material weakness.

During the fiscal years ended December 31, 2024 and 2025 and the subsequent interim period through the date of this Current Report on Form 8-K, the Company did not consult with CRI with regard to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report was provided to the Company or oral advice provided to the Company by CRI that CRI concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was subject to any disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company has requested that BPB furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated January 20, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

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Item 7.01 Regulation FD

On January 20, 2026, the Company issued a press release relating to the Company’s preliminary and unaudited revenue results for the fourth quarter and full year 2025 and expected revenue for the full year of 2026.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
16.1		Letter from Berkowitz Pollack Brant Advisors + CPAs, LLP, dated as of January 20, 2026, addressed to the Securities and Exchange Commission
99.1*		Press Release dated January 20, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The information contained in Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

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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: January 20, 2026	By:	/s/ Charles Maddox
		Charles Maddox
		Chief Financial Officer

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FAQ

Why did CID Holdco, Inc. (DAIC) change its independent registered public accounting firm?

CID Holdco, Inc. states that its audit committee dismissed Berkowitz Pollack Brant Advisors + CPAs, LLP ("BPB") and approved Carr, Riggs & Ingram, LLC ("CRI") as the new independent registered public accounting firm after CRI acquired certain assets related to BPB’s capital markets practice effective January 1, 2026.

Did CID Holdco, Inc. (DAIC) report any disagreements with its former auditor BPB?

The company reports that during the fiscal years ended December 31, 2024 and December 31, 2025 and the subsequent interim period, there were no disagreements with BPB on accounting principles, financial statement disclosure, or auditing scope or procedures that would have required reference in BPB’s reports.

What internal control weaknesses did CID Holdco, Inc. (DAIC) disclose?

CID Holdco, Inc. previously disclosed material weaknesses in internal control over financial reporting, including inadequate controls over cost of goods sold categorization, inadequate staffing and processes in the accounting department for accurate and timely reporting, and inadequate controls over the review of SAFE note fair value calculations performed by a third-party valuation specialist.

How did the control weaknesses affect CID Holdco, Inc.’s reported cost of goods sold?

The material weaknesses caused cost of goods sold in the company’s condensed consolidated financial statements 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 corresponding understatements of total operating expenses.

What did BPB’s prior audit report say about SEE ID’s ability to continue as a going concern?

BPB’s audit report on SEE ID, Inc. dba Dot Ai’s consolidated financial statements for the year ended December 31, 2024 included an explanatory paragraph indicating substantial doubt about SEE ID’s ability to continue as a going concern. This report relates to SEE ID’s historical financial statements before the June 18, 2025 business combination.

Did CID Holdco, Inc. (DAIC) consult with CRI on accounting matters before appointing it as auditor?

The company states that during the fiscal years ended December 31, 2024 and December 31, 2025 and the subsequent interim period, it did not consult with CRI on the application of accounting principles to specific transactions, on the type of audit opinion that might be issued, or on any matters involving disagreements or reportable events.

What other disclosure did CID Holdco, Inc. (DAIC) make about its 2025 and 2026 revenue?

The company disclosed that on January 20, 2026 it issued a press release describing preliminary and unaudited revenue results for the fourth quarter and full year 2025 and its expected revenue for the full year 2026.