CID HoldCo to acquire Envoy Technologies for $65M in stock; BladeRanger gets 9.99% stake plus convertible preferred

CID Holdco, Inc.

CID to acquire 100% of Envoy for 10,833,333 Envoy-Side Shares valued at $65M based on $6.00/share reference price.
Consideration: 233,543 common shares to BladeRanger (9.99% of pre-close outstanding) plus 8,433,123 Series C Preferred; Envoy noteholder gets 2,166,667 Series C shares.
Series C Preferred: $6.00 stated value, non-voting, 1-for-1 convertible, subject to 19.99% ownership blocker until stockholder approval sought by Jan 31, 2027; not a closing condition.
Closing targeted Oct 6, 2026, subject to Israeli/TASE approvals and conversion of Envoy's $12.5M convertible note; BladeRanger gets one board seat and one executive designee.
Deal supersedes Sept 14, 2026 term sheet; BladeRanger lock-up until earlier of April 1, 2027 or six months post-conversion; termination fee up to $150,000 for fiduciary out.

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