CID Holdco, Inc.

As filed with the Securities and Exchange Commission on September 4, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CID HoldCo, Inc.

(Exact name of registrant as specified in its charter)

**5661 S Cameron St, Suite 100,

Las Vegas, Nevada 89118

(303)-332-4122

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Edmund Nabrotzky

Chief Executive Officer

**5661 S Cameron St, Suite 100,

Las Vegas, Nevada 89118

(303)-332-4122

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

DLA Piper LLP

One Atlantic Center

1201 West Peachtree Street, Suite 2900

Atlanta, GA 30309

Attention: Gerry Williams

Penny J. Minna

(404) 736-7891

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the Selling Securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 4, 2025

Preliminary Prospectus

CID HoldCo, Inc.

Up to 29,701,559 shares of Common Stock(for resale)**

655,000 Warrants to Purchase shares of Common Stock(for resale)**

Up to 15,654,983 shares of Common Stock Issuable upon Exercise of the Warrants(for issuance)**

This prospectus relates to the offer and sale from time to time of our common stock, par value $0.0001 per share (the “Common Stock”), by the selling security holders identified in this prospectus (including their transferees, donees, pledgees and other successors-in-interest) (the “Selling Securityholders”) of: (1) up to 29,701,559 shares of Common Stock (the “Total Resale Shares”), including (i) 11,522,565 shares of Common Stock which shares were originally issued to certain SEE ID Equityholders (as defined herein) in connection with the consummation of the Business Combination as merger consideration at an equity consideration value of $10.00 per share; (ii) up to 7,365,834 shares of Common Stock (the “Founder Shares”) issued in connection with the consummation of the Business Combination, originally issued in a private placement to ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (“Sponsor”); (iii) up to 1,310,000 shares of Common Stock (the “Private Placement Shares”) originally issued in a private placement to the Sponsor as part of the private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit; (iv) up to 3,323,536 shares of Common Stock (the “PIPE Shares”) originally issued in a private placement to certain investors pursuant to the PIPE Subscription Agreements (as defined below) at price of $4.00 per share; (v) up to 5,524,624 New Circle Shares issuable pursuant to the ELOC Agreement (as defined herein), comprised of (a) 85,995 shares issuable to New Circle (the “Commitment Shares”), based on the commitment fee of $350,000 to be calculated using the market value of the closing price of the Common Stock on the date this Registration Statement is declared effective by the SEC, and (b) 5,438,629 shares of Common Stock (the “ELOC Shares” and together with the Commitment Shares, the “New Circle Shares”) that we may, in our sole discretion, elect to issue and sell to New Circle, from time to time after the date of this prospectus, as part of the Total Commitment (as defined herein) pursuant to (and limited by the terms of) the ELOC Agreement; (vi) up to 655,000 shares of Common Stock that are issuable by us upon the exercise of the Private Placement Warrants (as defined below) following the public resale of the Private Placement Warrants by the Selling Securityholders; and (2) up to 655,000 Private Placement Warrants originally issued to the Sponsor as part of the Private Placement Units in a private placement at a price of $10.00 per Private Placement Unit, currently exercisable at a price of $11.50 per share.

In addition, this prospectus also relates to the issuance by us of up to 15,654,983 shares of Common Stock consisting of (1) up to 14,999,983 shares of our Common Stock issuable upon the exercise of 14,999,983 public warrants, originally issued by ShoulderUp Technology Acquisition Corp. (“SUAC”) as part of its initial public offering (the “IPO”) of units at a price of $10.00 per unit, such units were comprised of one Class A common stock of SUAC and one-half of one redeemable warrant, which are currently exercisable at a price of $11.50 per share of our Common Stock (the “Public Warrants”); and (2) up to 655,000 shares of our Common Stock issuable upon the exercise of 655,000 private warrants originally issued to the Sponsor as part of the Private Placement Units sold to the Sponsor in a private placement at a price of $10.00 per unit consummated concurrently with SUAC’s initial public offering, with each private warrant currently exercisable at a price of $11.50 per share (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”). All of the Warrants were assumed by us in connection with the Business Combination (as defined below).

We will not receive any proceeds from the sale of shares of our Common Stock or Warrants by the Selling Securityholders pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Warrants to the extent such Warrants are exercised for cash, which amount of aggregate proceeds, assuming the exercise of all Warrants for cash, could be up to approximately $180,032,304. We believe the likelihood that Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock (as defined below). If the market price for our Common Stock is less than $11.50 per share, we believe the Warrant holders will be less likely to exercise their Warrants. We will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. Please see “Plan of Distribution” for more information. In addition, certain of the securities being registered hereby are subject to vesting and/or transfer restrictions that may prevent the Selling Securityholders from offering or selling of such securities upon the effectiveness of the registration statement of which this prospectus is a part. See “Description of Securities” for more information.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Common Stock and Warrants are traded on the Nasdaq Stock Market LLC under the symbol “DAIC” and “DAIC.W”, respectively. On September 4, 2025, the last reported sale price of our Common Stock on the Nasdaq Stock Market LLC was $4.07 per share, and the closing price of our Public Warrants was $0.1699 per Public Warrant.

In connection with the Business Combination, holders of 2,000 SUAC Public Shares (as defined below) exercised their right to redeem those shares for cash at a price of approximately $11.00 per share, for an aggregate price of approximately $22,019, which represented approximately .39% of the total SUAC Public Shares then outstanding. The Total Resale Shares being offered for resale in this prospectus represent 107.47% of our current total outstanding Common Stock. The Total Resale Shares represent a substantial percentage of our total outstanding Common Stock as of the date of this prospectus. Additionally, if all of the Private Placement Warrants are exercised, the Selling Securityholders would own an additional 655,000 shares of Common Stock, representing an additional 2.37% of the then total outstanding Common Stock. The sale of all securities being offered in this prospectus could result in a significant decline in the public trading price of our Common Stock. Even if the current trading price of the Common Stock is close to the price at which the units were issued in SUAC’s initial public offering, the Selling Securityholders have an incentive to sell because they will still profit on sales due to the lower price at which they purchased their shares compared to the public investors. The public securityholders may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price.

We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is September , 2025

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. We have not authorized any dealer, salesperson or other person to provide you with information about the Company, except for the information contained in this prospectus. The information contained in this prospectus is complete and accurate only as of the date on the front cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of any securities. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The information contained in this prospectus may change after the date of this prospectus. Do not assume after the date of this prospectus that the information contained in this prospectus is still correct.

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering and the distribution of this prospectus outside the United States.

i