secwatch / observer

CID Holdco, Inc. — fact timeline

Source-grounded facts extracted from CID Holdco, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

DAIC CID Holdco, Inc. JSON
Equity Issuances

CID Holdco, Inc. issued convertible note to the Holder for original principal amount of $287,500.

“Form 8-K is incorporated herein by reference. As described in Item 2.03 above, on May 29, 2026, the Company issued the Note to the Holder with an original principal amount of $287,500. The Note is convertible into shares of Common Stock in accordance with its terms, as described above. The Note and securities issued in connection with the Second Required”
Debt Financings

CID Holdco, Inc. incurred convertible notes of $287,500 with White Lion Capital, LLC at 8% per annum maturing the six-month anniversary of the issue date.

“On May 29, 2026, CID HoldCo, Inc. (the “Company”) completed the third closing (the “Second Required Subsequent Closing”) under that certain Note Purchase Agreement, dated April 17, 2026, by and between the Company and White Lion Capital, LLC, a Nevada limited liability company (the “Holder”), as amended by that certain Side Letter Agreement, dated May 7, 2026, by and between the Company and the Holder (collectively, the “Note Purchase Agreement”). In connection with the Second Required Subsequent Closing, the Company issued to the Holder a senior secured convertible promissory note (the “Note”) in the face amount of $287,500 for cash proceeds of $230,000, reflecting a 20% original issue discount, pursuant to the terms of the Note Purchase Agreement.”
Equity Issuances

CID Holdco, Inc. issued common stock.

“The board of directors (“Board”) of CID HoldCo, Inc., a Delaware corporation (the “Company”), approved the implementation of a reverse stock split of the Company’s outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), at a ratio of one-for-twenty-five (the “Reverse Stock Split”), as previously approved at the annual meeting of stockholders held on May 12, 2026. The Reverse Stock Split will become legally effective as of 4:01 p.m. Eastern Time on May 29, 2026 (the “Legal Effective Date”), and the Common Stock will open for trading on The Nasdaq Stock Market LLC on a reverse split-adjusted basis on June 1, 2026, under the existing trading symbol “DAIC” and with the new CUSIP number of 171756208 .”
Governance Changes

CID Holdco, Inc.: Approved and implemented a one-for-twenty-five reverse stock split, amending the Company's Certificate of Incorporation (effective 2026-05-29).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.”
Shareholder Votes

CID Holdco, Inc. shareholders approved Approval of the Incentive Plan Amendment Proposal at the 2026-05-12 meeting.

“Proposal 7 — Approval of the Incentive Plan Amendment Proposal Stockholders voted to approve an amendment to the Company's 2024 Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder to 19,959,853 shares. The affirmative results were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 11,087,758 1,095,507 53,245 5,397,843”
Shareholder Votes

CID Holdco, Inc. shareholders approved Approval of the Nasdaq 20% Proposal at the 2026-05-12 meeting.

“Proposal 6 — Approval of the Nasdaq 20% Proposal Stockholders voted to approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the potential issuance of up to 100,000,000 shares of Common Stock (or securities convertible into or exercisable for Common Stock) in one or more non-public financing transactions, in an amount that may exceed 20% or more of the Company's Common Stock outstanding before the execution of such transactions. The affirmative vote of the holders of a majority of shares of the voting power present or represented by proxy was required for approval. The voting results were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 11,415,164 768,271 53,075 5,397,843”
Shareholder Votes

CID Holdco, Inc. shareholders approved Approval of the Nasdaq Conversion Proposal at the 2026-05-12 meeting.

“Proposal 5 — Approval of the Nasdaq Conversion Proposal Stockholders voted to approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), solely if the Company defaults on the J.J. Astor Loan, the issuance of shares of Common Stock upon conversion of the remaining balance of the senior convertible note issued by the Company pursuant to the terms of the J.J. Astor Loan, without giving effect to the exchange cap in such convertible note. The affirmative vote of the holders of a majority of shares of the voting power present or represented by proxy was required for approval. The voting results were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 11,884,280 307,391 44,839 5,397,843”
Shareholder Votes

CID Holdco, Inc. shareholders approved Approval of the Nasdaq Service Proposal (Financing Source B) at the 2026-05-12 meeting.

“Proposal 4B — Approval of the Nasdaq Service Proposal (Financing Source B) Stockholders voted to approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of shares of Common Stock and warrants to purchase shares of Common Stock in connection with financing documents between the Company and one or more potential financing sources ("Financing Source B"), including a common stock purchase agreement establishing an equity line of credit, a preferred stock purchase agreement, and a common stock purchase warrant, in order to, among other things, entirely pay off the J.J. Astor Loan and terminate the Original ELOC, in an amount that may exceed 20% of the Company's Common Stock currently outstanding. The affirmative vote of the holders of a majority of shares of the voting power present or represented by proxy was required for approval. The voting results were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 11,473,448 726,020 37,042 5,”
Shareholder Votes

CID Holdco, Inc. shareholders approved Approval of the Nasdaq Service Proposal (Financing Source A) at the 2026-05-12 meeting.

“Proposal 4A — Approval of the Nasdaq Service Proposal (Financing Source A) Stockholders voted to approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of shares of Common Stock and warrants to purchase shares of Common Stock in connection with financing documents between the Company and one or more potential financing sources ("Financing Source A"), including a common stock purchase agreement establishing an equity line of credit, a note purchase agreement and related senior secured convertible promissory note, and a common stock purchase warrant, in order to, among other things, make scheduled monthly payments under that certain Loan Agreement, dated December 4, 2025, between the Company and J.J. Astor & Co. (the "J.J. Astor Loan") and terminate that certain Share Purchase Agreement (the "Original ELOC") with New Circle Principal Investments LLC, a Delaware limited liability company ("New Circle"), in an amount that may exceed 20% of the Compan”
Shareholder Votes

CID Holdco, Inc. shareholders approved Approval of the Reverse Split Proposal at the 2026-05-12 meeting.

“Proposal 3 — Approval of the Reverse Split Proposal Stockholders voted to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to authorize the Board of Directors to effect one or more reverse stock splits of the Common Stock by a ratio of not less than one-for-ten (1:10) and not more than one-for-twenty-five (1:25), with the exact ratio and number of reverse stock splits, if any, to be determined by the Board of Directors in its sole discretion. The affirmative vote of a majority of the votes cast by the holders entitled to vote thereon was required for approval. The voting results were as follows: Votes For Votes Against Votes Abstained 16,513,265 1,113,370 7,718”
Shareholder Votes

CID Holdco, Inc. shareholders approved Ratification of Independent Registered Public Accounting Firm at the 2026-05-12 meeting.

“Proposal 2 — Ratification of Independent Registered Public Accounting Firm Stockholders voted to ratify the appointment of Carr, Riggs & Ingram, LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The affirmative results were as follows: Votes For Votes Against Votes Abstained 17,337,725 189,078 107,550”
Shareholder Votes

CID Holdco, Inc. shareholders approved Election of Class I Director at the 2026-05-12 meeting.

“Proposal 1 — Election of Class I Director Stockholders voted to elect one Class I director nominee, Phyllis Newhouse, to serve until the 2029 annual meeting of stockholders or until her successor is duly elected and qualified. Directors are elected by a plurality of the votes cast. The voting results were as follows: Nominee Votes For Votes Withheld Broker Non-Votes Phyllis Newhouse 11,822,046 414,464 5,397,843”
Equity Issuances

CID Holdco, Inc. issued convertible note to the Holder for original principal amount of $287,500.

“on April 24, 2026, the Company issued the Note to the Holder with an original principal amount of $287,500. The Note is convertible into shares of Common Stock”
Debt Financings

CID Holdco, Inc. incurred convertible notes of original principal amount of $287,500 with White Lion Capital, LLC at bears interest at 8% per annum maturing six-month anniversary of the issue date.

“the Company issued to the Holder a Senior Secured Convertible Promissory Note in the original principal amount of $287,500”
Equity Issuances

CID Holdco, Inc. issued Commitment Warrant of warrant to White Lion Capital, LLC for part of the Financing Transaction.

“The issuance of the Commitment Shares and the Commitment Warrant were not registered under the Securities Act in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.”
Equity Issuances

CID Holdco, Inc. issued a number of shares of Common Stock equal to a commitment fee amount of $120,000 divided by the closing price of common stock to White Lion Capital, LLC for commitment fee.

“The issuance of the Commitment Shares and the Commitment Warrant were not registered under the Securities Act in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.”
Material Agreements

CID Holdco, Inc. entered into Common Stock Purchase Agreement with White Lion Capital, LLC valued at up to $10,000,000 (effective 2026-04-17).

“On April 17, 2026 (the “Effective Date”), CID Holdco, Inc. (the “Company”) entered into a series of financing agreements (collectively, the “Financing Transaction”) with White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), consisting of, among other documents, (i) a Common Stock Purchase Agreement (the “CSPA”)”
Equity Issuances

CID Holdco, Inc. issued 230,770 shares of warrant to J.J. Astor & Co..

“the Company issued the Lender a warrant (the “Initial Lender Warrant and together with any Additional Lender Warrants, the “Lender Warrants”) to purchase up to 230,770 shares of common stock, par value $0.0001 per share, of the Company (the “Company”) at an exercise price of $1.69 per share, subject to certain adjustments.”
Debt Financings

CID Holdco, Inc. incurred convertible notes of original principal amount of $2,600,000 with J.J. Astor & Co..

“The Initial Loan is evidenced by a Senior Secured Convertible Note issued to the Lender for an original principal amount of $2,600,000”
Debt Financings

CID Holdco, Inc. incurred loan of up to $5,000,000 in four tranches with J.J. Astor & Co. maturing November 30, 2026.

“On December 5, 2025, CID Holdco, Inc. (the “Company”) entered into a Loan Agreement with J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”), pursuant to which the Company may borrow up to $5,000,000 in four tranches”
Material Agreements

CID Holdco, Inc. entered into Registration Rights with J.J. Astor & Co..

“The Company also entered into a registration rights agreement with the Lender (the “Registration Rights”) that requires the Company to file a resale shelf registration statement registering the resale of up to 100% of the conversion shares issuable upon conversion of the Initial Note and any Additional Notes following an Event of Default (as defined under the Loan Agreement).”
Material Agreements

CID Holdco, Inc. entered into Loan Agreement with J.J. Astor & Co. valued at up to $5,000,000 (effective 2025-12-05).

“On December 5, 2025, CID Holdco, Inc. (the “Company”) entered into a Loan Agreement with J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”), pursuant to which the Company may borrow up to $5,000,000 in four tranches comprised of an initial $2,000,000 tranche (the “Initial Loan”) borrowed on the initial funding date of December 5, 2025 (the “Initial Funding Date”) and up to three additional tranches of $1,000,000 each (the “Additional Loans” and together with the Initial Loan, the “Loans”).”
Earnings Releases

CID Holdco, Inc. reported year ended December 31, 2025 results: revenue $5.8 million, net income $(36.7) million, EPS $(1.78) per share.

“2 ea028007701ex99-1.htm PRESS RELEASE DATED MARCH 4, 2026 Exhibit 99.1 Dot Ai Reports Fourth Quarter and Full Year 2025 Financial Results Full Year Revenue Increases to $5.8 Million Driven by Accelerating Customer Adoption; Record Q4 Revenue Validates Commercial Momentum LAS VEGAS, NV – March 4, 2026 – CID Holdco. (Nasdaq: DAIC) (“Dot Ai” or the “Company”),”
Debt Financings

CID Holdco, Inc. incurred loan of Two Hundred Eight Thousand Dollars ($208,000.00) and may make additional loans to the Company up to an aggregate amount with Edmund Nabrotzky, Charles Maddox, Vijayan Nambiar at seven and one-half percent (7.5%) per annum maturing December 31, 2026.

“On February 6, 2026, Edmund Nabrotzky, Chief Executive Officer of CID Holdco, Inc., a Delaware corporation (the “Company”), Charles Maddox, Chief Financial Officer of the Company, and Vijayan Nambiar, Chief Technology Officer of the Company loaned the Company an aggregate of Two Hundred Eight Thousand Dollars ($208,000.00) and may make additional loans to the Company up to an aggregate amount (including amounts already extended by the Executive Officers) of up to Six Hundred Thousand Dollars ($600,000.00) (collectively, the “Executive Loans”).”
Listing & Compliance Notices

CID Holdco, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A), 5450(b)(3)(A), 5450(b)(2)(C)).

“February 5, 2026, the Company, received deficiency notices from the Nasdaq Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days the Company’s securities (i) have not maintained the minimum bid price of at least $1 per share required by the continued listing requirements of Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Notice”), and (ii) have not maintained the minimum Market Value of Listed Securities (MVLS) of $50,000,000 required by the continued listing requirements of Nasdaq Listin”
Listing & Compliance Notices

CID Holdco, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).

“February 5, 2026, the Company, received deficiency notices from the Nasdaq Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days the Company’s securities (i) have not maintained the minimum bid price of at least $1 per share required by the continued listing requirements of Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Notice”), and (ii) have not maintained the minimum Market Value of Listed Securities (MVLS) of $50,000,000 required by the continued listing requirements of Nasdaq Listin”
Auditor Changes

CID Holdco, Inc. engaged Carr, Riggs & Ingram, LLC as its auditor.

“orporation (the “Company”), was notified that Carr, Riggs & Ingram, LLC (“CRI”) acquired, effective as of January 1, 2026, certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”). On January 13, 2026, the Audit Committee of the Company’s Board of Directors simultaneously dismissed BPB as the Company’s independent registered public accounting firm and approved the appointment of CRI as the Company’s new independent registered public”
Auditor Changes

CID Holdco, Inc. dismissed Berkowitz Pollack Brant Advisors + CPAs, LLP as its auditor.

“anuary 1, 2026, certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”). On January 13, 2026, the Audit Committee of the Company’s Board of Directors simultaneously dismissed BPB as the Company’s independent registered public accounting firm and approved the appointment of CRI as the Company’s new independent registered public”
Material Agreements

CID Holdco, Inc. entered into Loan Agreement with J.J. Astor & Co. valued at $5,000,000 (effective 2025-12-05).

“On December 5, 2025, CID Holdco, Inc. (the “Company”) entered into a Loan Agreement with J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”), pursuant to which the Company may borrow up to $5,000,000 in four tranches comprised of an initial $2,000,000 tranche (the “Initial Loan”) borrowed on the initial funding date of December 5, 2025 (the “Initial Funding Date”) and up to three additional tranches of $1,000,000 each”
Equity Issuances

CID Holdco, Inc. issued up to 230,770 shares of common stock of warrant to J.J. Astor & Co. for exercise price of $1.69 per share.

“In connection with the Loan Agreement, the Company issued the Lender a warrant (the “Initial Lender Warrant and together with any Additional Lender Warrants, the “Lender Warrants”) to purchase up to 230,770 shares of common stock, par value $0.0001 per share, of the Company (the “Company”) at an exercise price of $1.69 per share, subject to certain adjustments.”
Equity Issuances

CID Holdco, Inc. issued convertible note to J.J. Astor & Co. for $1,840,000 funded by the Lender at the funding date after deducting the Lender's origination fees and expenses from the amount of the Initial Loan.

“On December 5, 2025, CID Holdco, Inc. (the “Company”) entered into a Loan Agreement with J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”), pursuant to which the Company may borrow up to $5,000,000 in four tranches comprised of an initial $2,000,000 tranche (the “Initial Loan”) borrowed on the initial funding date of December 5, 2025 (the “Initial Funding Date”) and up to three additional tranches of $1,000,000 each (the “Additional Loans” and together with the Initial Loan, the “Loans”). The Initial Loan is evidenced by a Senior Secured Convertible Note issued to the Lender for an original principal amount of $2,600,000 (the “Initial Note”), of which $1,840,000 was funded by the Lender at the funding date after deducting the Lender’s origination fees and expenses from the amount of the Initial Loan.”
Debt Financings

CID Holdco, Inc. incurred credit facility of up to $5,000,000 with J.J. Astor & Co. maturing November 30, 2026.

“On December 5, 2025, CID Holdco, Inc. (the “Company”) entered into a Loan Agreement with J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”), pursuant to which the Company may borrow up to $5,000,000 in four tranches”
Governance Changes

CID Holdco, Inc.: Ceased to be a shell company as a result of the Mergers.

“Prior to the Mergers, we were a wholly-owned subsidiary of a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Mergers, we have ceased to be a shell company.”
Governance Changes

CID Holdco, Inc.: Amended and restated bylaws in their entirety, effective upon closing of the Mergers.

“Prior to or at the closing of the Mergers, we amended and restated our bylaws in their entirety, to be effective upon closing of the Mergers.”
M&A Transactions

CID Holdco, Inc. completed an acquisition involving SEE ID, Inc. for $171,635,010 (closed 2025-06-18).

“ID in connection with the Business Combination (the “ SEE ID Merger Consideration ”) was equal to a number of shares of Holdings Common Stock equal to the (a) quotient of (i) $171,635,010 divided by (ii) $10.00. tion with the Business Combination (the “ SEE ID Merger Consideration ”) was equal to a number of shares of Holdings Common Stock equal to the (a)”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.