Welcome to our dedicated page for CID Holdco SEC filings (Ticker: DAICW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The CID HoldCo, Inc. (Nasdaq: DAIC / DAICW) SEC filings page provides access to the company’s U.S. regulatory documents, including registration statements, current reports and notifications of late filings. CID HoldCo, Inc., doing business as Dot Ai, is an emerging growth company in the information technology services sector focused on IoT- and AI-based asset intelligence.
Key filings include the amended Form S-1 registration statement, which outlines the company’s capital structure following its business combination with SEE ID, Inc. and ShoulderUp Technology Acquisition Corp. The S-1/A describes the resale registration of common stock held by various selling securityholders, as well as shares issuable upon exercise of public and private placement warrants. It also explains the company’s status as a smaller reporting company and emerging growth company, and discusses risks associated with its securities.
Users can also review current reports on Form 8-K, which disclose material events such as changes in the composition of the board of directors and audit committee leadership. For example, an 8-K filed in August 2025 reports director resignations and the appointment of new independent directors, including an audit committee financial expert designated under SEC rules.
The NT 10-Q (Form 12b-25) filing explains the reasons for a delayed Quarterly Report for the period ended June 30, 2025, citing the need to incorporate the effects of the business combination and to allow additional time for audit committee review. Through this page, investors can follow CID HoldCo, Inc.’s ongoing reporting history, track warrant-related disclosures tied to DAICW and review how the company describes its asset intelligence business, risk factors and governance practices in official SEC documents. AI-powered summaries on the platform help clarify complex sections of forms such as the S-1, 8-K and 12b-25.
CID HoldCo, Inc. is asking stockholders at its May 12, 2026 virtual annual meeting to approve a wide-ranging set of proposals that reshape its capital structure and financing options. Stockholders will vote on reelecting Class I director Phyllis Newhouse and ratifying Carr, Riggs & Ingram, LLC as auditor for the year ending December 31, 2026.
The company seeks authority for a reverse stock split of its common stock at a ratio between 1-for-10 and 1-for-25, after receiving notice from Nasdaq that its share price was below the $1.00 minimum. It also requests approval under Nasdaq Listing Rules 5635(b) and 5635(d) for multiple potential equity financings, including issuances tied to new equity line arrangements, a $2,600,000 senior secured convertible note with J.J. Astor & Co., and separate non‑public offerings of up to 100,000,000 shares of common stock or equivalents. Another proposal would permit conversion of the J.J. Astor note above existing exchange caps if the company defaults.
In addition, CID HoldCo asks investors to increase the share pool under its Equity Incentive Plan to 19,959,853 shares to support employee and director equity compensation. Common stock outstanding as of the March 23, 2026 record date was 29,293,322 shares, each with one vote at the meeting.
CID HoldCo, Inc. reported that on March 19, 2026, Dr. Sheldon Paul resigned from its board of directors and from the Cybersecurity and Technology Committee, effective immediately. His term had been scheduled to run until the annual stockholder meeting on April 30, 2026. The board’s Nominating and Corporate Governance Committee plans to begin searching for a new independent director to fill the vacancy after that meeting.
CID Holdco, Inc. filed an amended current report to correct previously filed loan-related exhibits and describe the terms of a senior secured convertible financing with J.J. Astor & Co. for up to $5,000,000.
On December 5, 2025, the company received an initial $2,000,000 loan evidenced by a Senior Secured Convertible Note with original principal of $2,600,000, of which $1,840,000 was funded after origination fees. Up to three additional $1,000,000 tranches may be drawn if trading-price, volume, listing and equity line conditions are met. The company also issued a warrant to buy 230,770 common shares at $1.69 per share, subject to adjustment and 4.99%–9.99% ownership caps.
The loans are secured by a first-priority lien on substantially all assets and 100% of key subsidiaries’ equity, with subsidiary guarantees and detailed covenants. Following an event of default and an effective resale registration statement, the notes may convert into stock at 80% of a VWAP-based price formula.
CID Holdco, Inc. (Dot Ai) reported a sharp ramp-up in revenue as it transitioned to commercial operations in 2025, while losses remained significant. Full-year 2025 revenue rose to $5.8 million from $0.2 million, with record fourth quarter revenue of $4.5 million.
Fourth quarter 2025 gross profit reached $2.0 million, a gross margin of 43.7%, but operating expenses of $4.2 million led to a net loss of $2.4 million, or ($0.08) per share. For the full year, net loss widened to $36.7 million from $21.5 million, and adjusted EBITDA was ($9.1 million).
Management highlighted completion of a business combination, Nasdaq listing, expansion of manufacturing in Puerto Rico, and partnerships with CanTech, Wiliot, and Würth Industry North America. For 2026, the company issued revenue guidance of $6.0 to $7.5 million, reflecting expectations for further growth in software subscriptions.
CID Holdco, Inc. outlined insider financing and multiple Nasdaq listing deficiencies. On February 6, 2026, the CEO, CFO and CTO loaned the company $208,000 and may extend total Executive Loans up to $600,000 under unsecured, subordinated notes bearing 7.5% annual interest, with quarterly payments due on July 1, 2026, October 1, 2026 and final payment by December 31, 2026.
The company also received three Nasdaq deficiency notices after 30 consecutive business days below required thresholds for the $1 minimum bid price, $50,000,000 market value of listed securities and $15.0 million market value of publicly held shares. CID Holdco has until August 4, 2026 and August 10, 2026 to regain compliance or face potential delisting, though the notices currently have no immediate effect on its Nasdaq Global Market listing.
CID HoldCo, Inc. is conducting a primary offering registering up to 23,809,523 shares of common stock, sold together with Series A-1 and Series A-2 warrants, plus related pre-funded and placement agent warrants and up to 72,976,188 shares issuable upon warrant exercises.
The assumed combined public offering price is $0.4200 per share and accompanying warrants, with pre-funded warrants priced at $0.4199. The deal is a reasonable best-efforts offering with no minimum, so the company may raise significantly less capital than anticipated. Net proceeds are earmarked for working capital and general corporate purposes.
Shares outstanding were 29,273,322 as of September 30, 2025, and would rise to 53,082,845 if the full share amount (including any pre-funded warrants) is sold, before warrant exercises. CID HoldCo flags substantial dilution risk and notes that offering proceeds plus current cash are expected to fund only about six to nine months of operations.
The company discloses substantial doubt about its ability to continue as a going concern, a working capital deficit of $5.4 million, reliance on an up to $50 million equity line with New Circle, and a senior secured convertible loan facility of up to $5 million. Preliminary 2025 results indicate revenue of roughly $4.3–$4.6 million for Q4 and $5.6–$5.9 million for the full year, driven by new customers and initial hardware shipments, but the business remains early-stage with a rapidly evolving sales pipeline.
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.
CID Holdco, Inc. (DAICW) amends its S-1 registration and discloses key financing and risk information for the proposed public company following a business combination. The company may issue up to 14,999,983 shares upon exercise of Public Warrants and would receive up to $172,499,805 if all Public Warrants are exercised for cash, with proceeds intended for general corporate purposes unless otherwise disclosed. The filing lists numerous operational and regulatory risks, including material weaknesses in SEE ID's internal control over financial reporting, a history of operating losses, potential litigation, and supply-chain, cybersecurity, and international expansion risks. Management, board composition, major stockholders and beneficial ownership percentages are disclosed, showing concentrated insider and related-party holdings. Financial statement line items include SAFE issuances, changes in fair value, cash flows from financing and investing activities, and product development budgets through 2025. The filing emphasizes substantial uncertainty around achieving profitability, integration and execution risks from the Business Combination, and governance and compliance burdens of being public.
Janice Bryant Howroyd, a director of CID Holdco, Inc. (trading as DAICW for warrants), filed an initial Form 3 reporting indirect ownership of 79,689 shares of the issuer's common stock through ASK, LLC. The filing states Ms. Howroyd is the sole member of ASK, LLC and has voting and investment control of those shares. The Form 3 was signed by Ms. Howroyd on 09/04/2025.
Walter E. Skowronski filed an initial Form 3 disclosing his relationship to CID Holdco, Inc. (ticker DAIC). The filing notes the reporting date that triggered the statement as 08/15/2025 and shows Mr. Skowronski's role as a Director. The form states no securities are beneficially owned by the reporting person and the document is signed on 09/04/2025.