CID HoldCo agrees to acquire Envoy for 67.3% post-closing dilution; Nasdaq delisting hearing pending

CID Holdco, Inc.

• DAIC to acquire 100% of Envoy Technologies from BladeRanger (TASE: BLRN); issues 10,833,333 shares valued at $65M ($6/share), 67.3% of post-closing cap.
• Consideration: 233,543 DAIC shares to BladeRanger plus Series C Preferred (8,433,123 to BladeRanger, 2,166,667 to Blink); Blink's $12.5M Envoy note converts to 20%.
• Closing targeted Oct 6, 2026; definitive agreements due Sept 25, 2026; stockholder approval targeted Jan 2027; BladeRanger gets 1 board seat post-closing.
• H Capital note: $550K (10% OID, 8% interest, 6-mo maturity), convertible at lower of $1.50 or 90% VWAP floor $0.50; default price $0.01, $500/day damages.
• Nasdaq hearing Sept 15, 2026: DAIC presented plan to fix MVLS <$50M, MVPHS <$15M, late Q2 10-Q; delisting risk remains if plan denied.