CID Holdco, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 17, 2026

Dear Stockholders of CID Holdco, Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders (“Annual Meeting”) of CID HoldCo, Inc. (the “Company”) to be held on May 12, 2026, at 11:00 a.m. Pacific Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live video webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the Annual Meeting by visiting https://www.cstproxy.com/cidholdco/2026.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting.

The Board of Directors of the Company (the “Board”) urges you to read the accompanying Proxy Statement and you will be asked to consider the following proposals:

• To elect one Class I director nominee, Phyllis Newhouse, to serve until her term expires or until her successor is duly elected and qualified, as described herein;

• To ratify the appointment of Carr, Riggs & Ingram, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

• To approve an amendment to our Amended and Restated Certificate of Incorporation to authorize the Board to effect one or more reverse stock splits of our common stock, par value $0.0001 per share (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) of the Common Stock (the “Reverse Stock Split”), with the exact ratio to be set within this range by the Board in its sole discretion, and with the number of Reverse Stock Splits, if any, to be determined by the Board in its sole discretion;

• 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 the following potential financing transactions:

• Proposal A: 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 Company’s Common Stock currently outstanding;

• Proposal B: Financing documents between the Company and one or more 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.

• To approve, for purposes of complying with Nasdaq Listing Rule 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;

• To approve, for purposes of complying with Nasdaq Listing Rule 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; and

• To approve an amendment to the Company’s Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder to 19,959,853 shares.

Your vote is important to us. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote your shares. Accordingly, we request that as soon as possible, you vote via the Internet or, if you have received printed proxy materials, you vote by telephone or by mailing your completed proxy card or voting instruction form.

If you have any questions, or need any assistance in voting your shares, please contact a Company representative at (262) 357-2918 or by email at ir@daic.ai.

WE ARE GRATEFUL FOR YOUR CONTINUED SUPPORT AND WILL WORK EVERYDAY TO TAKE FULL ADVANTAGE OF ALL OPPORTUNITIES TO ENHANCE LONG-TERM VALUE.

Thank you for your interest and investment in CID HoldCo, Inc.

Sincerely,

Edmund Nabrotzky

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 17, 2026

The Annual Meeting of Stockholders (the “Annual Meeting”) of CID HoldCo, Inc. (“CID” or the “Company”) will be held on May 12, 2026, at 11:00 a.m. Pacific Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live video webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the Annual Meeting by visiting https://www.cstproxy.com/cidholdco/2026.

The Annual Meeting will take place for the following purposes:

1. To elect one Class I director nominee, Phyllis Newhouse, to serve until her term expires or until her successor is duly elected and qualified, as described herein;

2. To ratify the appointment of Carr, Riggs & Ingram, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3. To approve an amendment to our Amended and Restated Certificate of Incorporation to authorize the Board to effect one or more reverse stock splits of our common stock, par value $0.0001 per share (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) of the Common Stock (the “Reverse Stock Split”), with the exact ratio to be set within this range by the Board in its sole discretion, and with the number of Reverse Stock Splits, if any, to be determined by the Board in its sole discretion;

4. 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 the following potential financing transactions:

• Proposal A: 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 Company’s Common Stock currently outstanding;

• Proposal B: 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.

5. To approve, for purposes of complying with Nasdaq Listing Rule 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;

6. To approve, for purposes of complying with Nasdaq Listing Rule 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; and

7. To approve an amendment to the Company’s Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder to 19,959,853 shares.

These items of business are more fully described in the accompanying Proxy Statement. Only stockholders of record at the close of business on March 23, 2026, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements.

We are using the “Full Set Delivery” method of providing proxy materials to our stockholders. As such, on or about April 21, 2026, we will mail to our stockholders of record our Proxy Statement and proxy card, as well as provide access to the proxy materials athttps://www.cstproxy.com/cidholdco/2026.

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to submit your proxy as soon as possible. For specific instructions, please refer to your Notice or to the question on page 6 of the accompanying Proxy Statement entitled “How do I vote?”

By order of the Board of Directors,

Edmund Nabrotzky

Chief Executive Officer