[Form 4] CID HoldCo, Inc. Warrants Insider Trading Activity

Rhea-AI Filing Summary

Form 4 highlights the issuance of common stock to insider Phyllis W. Newhouse in connection with the closing of a previously-announced Business Combination Agreement dated March 18, 2024. Newhouse is both a Director and 10%+ shareholder of CID Holdco, Inc. (ticker DAIC). All reported transactions occurred on June 18, 2025 and involve only acquisitions; no dispositions were reported.

• Direct acquisition: 1,023,314 common shares at an effective price of $0.00.
• Indirect acquisition: 2,354,416 common shares held by ShoulderUp 2021 Trust, for which Newhouse serves as trustee.
• Total shares acquired: 3,377,730, bringing reported beneficial ownership to the same amount.
• Consideration: Shares were issued as part of the consummation of the business combination; therefore no cash changed hands.
• Ownership form: 1,023,314 shares held directly; 2,354,416 shares held indirectly through the trust.

The filing indicates that insider ownership has materially increased, aligning management interests with shareholders following the merger. Because the shares were issued without cash consideration, existing shareholders may experience dilution proportional to the new shares outstanding, but the document does not provide the company’s total share count to quantify this effect.

Positive

• Large insider ownership: Acquisition of 3.38 M shares aligns director interests with common shareholders.
• No insider selling reported, eliminating immediate overhang concerns.

Negative

• Potential dilution: New share issuance at $0 may dilute existing holders, though total share count is not provided.
• Concentrated voting power: Trust-held shares give one insider significant influence over corporate decisions.

Insights

Securities Analyst

TL;DR: Insider acquired 3.38 M shares at $0 tied to merger; increases alignment but possible dilution.

The Form 4 records a substantial equity grant to Phyllis Newhouse—roughly 3.38 million shares—stemming from the business combination completion. Because the acquisition price is stated as $0, this is effectively a non-cash issuance that raises her stake above the 10% threshold. From a market perspective, large insider ownership is generally viewed positively for alignment, yet absent data on total shares outstanding it is impossible to judge dilution magnitude. No selling pressure is implied. Overall impact strikes me as mildly positive but not transformative for valuation.

Corporate Governance Expert

TL;DR: Governance neutral-to-positive: director stake rises, but trust structure concentrates voting power.

Issuing shares to a director in connection with a merger is standard when founders or sponsors roll equity. The trust arrangement keeps 2.35 M shares under Newhouse’s control, centralising influence. Investors should monitor future proxy items where a 10%+ holder can sway outcomes. Lack of cash consideration suggests contractual entitlement, not incentive-based compensation. No red flags emerge, though transparency on overall capital structure would improve governance clarity.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Newhouse Phyllis W.

(Last) (First) (Middle)

5661 S. CAMERON ST., SUITE 100

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CID Holdco, Inc. [ DAIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/18/2025		A		1,023,314(1)	A	$0.00(1)	1,023,314	D
Common Stock	06/18/2025		A		2,354,416(1)	A	$0.00(1)	2,354,416	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These securities were issued in connection with the consummation of the transactions contemplated by that certain Business Combination Agreement, dated March 18, 2024, by and among the Issuer, ShoulderUp Technology Acquisition Corp, a Delaware corporation, ShoulderUp Merger Sub, Inc., a Delaware corporation, SEI Merger Sub, Inc., a Delaware Corporation and SEE ID, Inc., a Nevada corporation.

2. Shares directly held by ShoulderUp 2021 Trust. Ms. Newhouse is the trustee of ShoulderUp 2021 Trust and may be deemed to share voting and investment power over the shares held by ShoulderUp 2021 Trust.

	/s/ Phyllis Newhouse	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many DAIC shares did Phyllis Newhouse acquire?

She acquired 3,377,730 common shares on June 18, 2025.

What was the purchase price for the shares?

The Form 4 lists an effective price of $0.00 because the shares were issued as part of the business combination.

Does the filing report any insider sales of DAIC stock?

No. All transactions were acquisitions; no dispositions were reported.

How are the shares held after the transaction?

1,023,314 shares are held directly; 2,354,416 shares are held indirectly via the ShoulderUp 2021 Trust.

Why were the shares issued?

They were issued upon consummation of the Business Combination Agreement dated March 18, 2024.

What is Phyllis Newhouse's role at CID Holdco?

She is both a Director and a 10% Owner of the company.