CID HoldCo delays Q2 2025 10-Q filing

CID HoldCo, Inc. filed a notice that it will not submit its Quarterly Report on Form 10-Q for the three months ended June 30, 2025 by the normal deadline.

Rhea-AI Filing Summary

CID HoldCo, Inc. filed a notice that it will not submit its Quarterly Report on Form 10-Q for the three months ended June 30, 2025 by the normal deadline. The company explains that it needs more time to finalize its financial results so the report accurately reflects the recently completed business combination involving ShoulderUp Technology Acquisition Corp. and SEE ID, Inc., which closed under a Business Combination Agreement dated March 18, 2024.

CID HoldCo also cites the need to allow additional review time for the audit committee following recent changes in its membership, as described in a separate current report. The company states that it expects to file the delayed Quarterly Report within five calendar days of the original due date.

Insights

Equity analyst

CID HoldCo delays its Q2 2025 10-Q tied to a recent merger.

CID HoldCo, Inc. has notified investors that its Form 10-Q for the quarter ended June 30, 2025 will be filed late. The explanation links the delay to the complexity of reflecting a recently consummated business combination involving ShoulderUp Technology Acquisition Corp. and SEE ID, Inc., which can complicate short-term financial reporting.

The company also notes recent changes in audit committee membership and the desire to provide additional review time, which may indicate a focus on governance and accuracy during a transition period. The notice states that the quarterly report is expected to be filed within five calendar days of the original due date, suggesting the delay is intended to be brief, with further detail to come once the report is available.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is CID HoldCo (DAICW) delaying its Q2 2025 Form 10-Q filing?

CID HoldCo, Inc. reports that it cannot file its Quarterly Report for the three months ended June 30, 2025 by the deadline without unreasonable effort or expense. It cites the need to ensure the report fully and accurately reflects the recently consummated business combination involving ShoulderUp Technology Acquisition Corp. and SEE ID, Inc.

How is the recent business combination affecting CID HoldCos Q2 2025 report?

The company explains that it consummated transactions under a Business Combination Agreement dated March 18, 2024 with entities including ShoulderUp Technology Acquisition Corp. and SEE ID, Inc. CID HoldCo states it needs additional time so the Quarterly Report properly reflects the effects of this business combination on its financial results.

What role do audit committee changes play in CID HoldCos late filing?

CID HoldCo notes that there have been recent changes in the members of the audit committee of the board of directors, as described in a current report filed on August 15, 2025. The company says it wants to allow additional time for the reconstituted audit committee to review the Quarterly Report before filing.

When does CID HoldCo expect to file the delayed Q2 2025 Form 10-Q?

CID HoldCo states that it expects to file its Quarterly Report for the three months ended June 30, 2025 within five calendar days of the prescribed due date for that report.

What type of SEC form did CID HoldCo file regarding the delay?

CID HoldCo, Inc. filed a Form 12b-25, which is a Notification of Late Filing, indicating that its Quarterly Report on Form 10-Q for the period ended June 30, 2025 will be submitted after the normal deadline.

Who signed CID HoldCos notification of late filing?

The notification was signed on behalf of CID HoldCo, Inc. by Edmund Nabrotzky, who is identified as the companys Chief Executive Officer.

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Accepted by SEC EDGAR 08/15/2025 - 05:09 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
		For Period Ended:  June 30, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I-REGISTRANT INFORMATION

CID HoldCo, Inc.

Full name of Registrant

N/A

Former name if Applicable

5661 S Cameron St, Suite 100

Address of Principal Executive Office (Street and number)

Las Vegas. Nevada 89118

City, State and Zip Code

PART II-RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

☒		(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

CID HoldCo, Inc. (the “Registrant”) is unable to file with the U.S. Securities and Exchange Commission (the “SEC”) its Quarterly Report for the three months ended June 30, 2025 (the “Quarterly Report”) by the prescribed due date for such filing without unreasonable expense or effort. As stated in the Current Report on Form 8-K filed with the SEC on June 26, 2025, the Registrant announced that it had consummated the transactions contemplated by that certain Business Combination Agreement, dated March 18, 2024, by and among the Registrant, 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. The Registrant was unable to finalize its financial results for the three months ended June 30, 2025, because the Registrant desires to have the Quarterly Report accurately reflect the foregoing matters and to allow additional time for the audit committee to review the Quarterly Report following recent changes in the members of the audit committee of the board of directors, as reported in the Current Report on Form 8-K filed with the SEC on August 15, 2025,. The Registrant, therefore, requires additional time to complete the Quarterly Report. The Registrant, however, expects to file its Quarterly Report within five calendar days thereof.

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PART IV - OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Edmund Nabrotzky			(303)			332-4122
	(Name)			(Area Code)			(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

CID HoldCo, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	August 15, 2025	By:	/s/ Edmund Nabrotzky
			Edmund Nabrotzky
			Chief Executive Officer

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