CID Holdco, Inc.

CID HOLDCO, INC.

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AT 11:00 A.M. PACIFIC TIME ON MAY 12, 2026

CID’s 2026 Annual Meeting of Stockholders (“Annual Meeting”) will be held via a live audio webcast on May 12, 2026, at 11:00 a.m. Pacific Time. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement (this “Proxy Statement”) if you are a stockholder as of the close of business on March 23, 2026, the record date for the Annual Meeting (the “Record Date”) or hold a valid proxy for the Annual Meeting. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy.

The proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report,” and, together with this Proxy Statement, the “Proxy Materials”), are being mailed and distributed to the stockholders on or about April 21, 2026.

CID Holdco, Inc. (the “Company”, or “CID Holdco”, or “CID”), formerly known as SEE ID Inc., dba Dot AI (the “Legacy Company” or “SEE ID”), was incorporated in Delaware with its headquarters in Las Vegas, Nevada. The Company helps businesses transform their operations by optimizing safety, security and efficiency of operations through in-process tracking of resources. Through the Company’s extensive research and development initiatives, the Company’s main focus includes areas such as Industrial IoT, Indoor & Outdoor tracking with seamless transitions, Passive RFID (including Bluetooth and 5G), in-process locating system, Dolly Management, and related supported software applications.

The Company is the developer of an asset tracking platform intended to push the limits of near real-time precision-based location technology. The Company’s platform leverages the technologies including the patented passive and active RFID tracking solutions, low power edge camera platforms utilizing artificial intelligence, enabling users to give accuracy to all mapping technologies in areas that are troublesome. Through its technological solutions, the Company serves multiple industries including construction, military, mining, retail, warehousing and manufacturing.

The Company is headquartered in Las Vegas, NV with our management and administrative staff located in Bethesda, MD for East Coast customer engagements and government lobbying activity. We also manufacture hardware in Puerto Rico through our wholly owned subsidiary Dot Works. Our embedded development team and Design for Manufacturing (“DFM”) capability is built around our CTO in Worcester, MA and our core software team is in Bangalore, India.

Throughout this Proxy Statement, unless otherwise noted or otherwise suggested by context, the “Company”, “we”, “us”, “our” refers to SEE ID and Dot Works, as applicable, prior to the consummation of the Business Combination (as defined below), and CID Holdco, SEE ID, and Dot Works, collectively, after the consummation of the Business Combination.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

The information provided below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully before casting your vote. Information contained on, or that can be accessed through our website is not intended to be incorporated by reference into this Proxy Statement, and references to our website addressed in this Proxy Statement are inactive textual references only.

Why am I receiving these materials?

Our Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting, including any adjournments or postponements thereof. Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 29,293,322 shares of common stock of CID, par value $0.0001 per share (the “Common Stock”) outstanding and entitled to vote. As a stockholder of record of our Common Stock at the close of business on the Record Date, you are invited to attend the Annual Meeting and are entitled to and requested to vote on the items of business described in this Proxy Statement.

This Proxy Statement, along with the accompanying notice, summarizes the purposes of the Annual Meeting and the information you need to know to vote on the proposals described in this Proxy Statement.

How can I electronically access the Proxy Materials?

On or about April 21, 2026, you can access the Proxy Materials online athttps://www.cstproxy.com/cidholdco/2026. The Proxy Materials are also available on our own website athttps://ir.daic.ai/(information at or connected to our website is not and should not be considered part of this Proxy Statement).

What information is contained in this Proxy Statement?

This Proxy Statement includes information about the nominees for directors and other matters to be voted on at our Annual Meeting. It also explains the voting process and requirements; describes the compensation of our principal executive officer and the next two most highly compensated executive officers; describes the compensation of our directors; and provides certain other information that the SEC rules require.

How do I attend and participate in the Annual Meeting online?

We will be hosting the meeting via live webcast only. Only registered stockholders (holders of record) and other persons holding a valid legal proxy and a control number may attend the meeting live online athttps://www.cstproxy.com/cidholdco/2026. The webcast will start at 11:00 a.m. Pacific Time. Stockholders may vote and submit questions while attending the meeting online. We encourage you to access the meeting prior to the start time. The webcast will open 15 minutes before the start of the meeting. In order to enter the meeting, you will need the control number. The control number will be included in the Notice and on your proxy card if you are a stockholder of record of shares of Common Stock. Beneficial owners who hold shares in “street name” and do not obtain a legal proxy may listen to the Annual Meeting by telephone by dialing 1 800-450-7155 (within the U.S. and Canada; toll-free) or +1 857-999-9155 (outside the U.S. and Canada; standard rates apply) and entering conference ID: 2545698# (listen-only). A beneficial owner who wishes to attend and vote through the meeting website must obtain a legal proxy from such beneficial owner’s broker, bank or other agent and deliver such legal proxy to Continental at least 72 hours prior to the meeting date, after which Continental will issue a control number that will also provide voting access. Instructions on how to attend and participate online are available athttps://www.cstproxy.com/cidholdco/2026. The webcast will be recorded and available for replay for at least 30 days following the Annual Meeting on our investor relations website athttps://ir.daic.ai/.

How many shares are eligible to be voted and how many shares are required to hold the Annual Meeting?

A quorum is required to hold the Annual Meeting and conduct business. The presence at the Annual Meeting, virtually or by proxy, of stockholders representing a majority of the voting power of all the outstanding shares of stock entitled to vote at the Annual Meeting as of the close of business on the Record Date, will constitute a quorum for purposes of holding and conducting business at the Annual Meeting. As of the Record Date, we had 29,293,322 shares of our Common Stock outstanding, each entitled to one vote at the Annual Meeting, meaning that 14,646,662 shares of Common Stock must be represented virtually or by proxy to have a quorum. Our Common Stock is our only outstanding class of voting securities. For purposes of determining whether a quorum exists, broker non-votes and proxies received but marked “ABSTAIN” will be counted.

What matters am I voting on?

There are seven matters scheduled for a vote. The following table sets forth a description of each of the proposals you are being asked to vote on, how you may vote on each proposal, and how our Board recommends that you vote on each proposal.

Why am I being asked to vote on each proposal?

Election of our Class I Director

Our Board of Directors is divided into three classes of directors, with each class serving a staggered three-year term. At each annual meeting, the term of one class of directors expires and stockholders are asked to elect directors to that class for a new three-year term. At this Annual Meeting, the term of our Class I directors is expiring, and one Class I director nominee, Phyllis Newhouse, is seeking re-election to serve until the annual meeting of stockholders to be held in 2029 and until her successor is duly elected and qualified. The election of directors is a routine, recurring matter that comes before stockholders at each annual meeting as part of the Company’s normal governance process.

Ratify the Appointment of CRI

The Board is submitting this appointment to stockholders for ratification as a matter of good corporate governance and because the Company values its stockholders’ views on the selection of its independent auditors. Although neither our bylaws nor other governing documents require stockholder ratification of this appointment, the ratification of the auditor is a routine governance matter.

Approval of Reverse Split Proposal

On February 5, 2026, the Company received written notification from Nasdaq that the bid price of its Common Stock had failed to meet the $1.00 per share minimum bid price requirement for the required period. Under Nasdaq Rules, the Company has 180 calendar days — until August 4, 2026 — to regain compliance. The Board believes that effecting a reverse stock split may be the best available means of increasing the per-share price of the Common Stock above $1.00 per share in order to maintain the Company’s continued listing on The Nasdaq Global Select Market.

The Board also believes that the low per-share market price of the Common Stock impairs its marketability to institutional investors and other members of the investing public, and that continued listing on Nasdaq provides overall credibility to an investment in the Company’s stock. Approval of this proposal would not automatically cause a reverse stock split to occur; rather, it would grant the Board the authority to effect a reverse stock split if and when the Board determines that doing so is in the best interests of the Company and its stockholders.

Approval of Nasdaq Service Proposal

The Board is seeking this approval because the Company intends to enter into definitive financing arrangements with one of two or more potential financing sources, the proceeds from which will be used to either (i) make scheduled monthly payments under the Original Loan Agreement with J.J. Astor, or (ii) entirely pay off the Original Loan Agreement with J.J. Astor and terminate the Original ELOC with New Circle, many of the terms of which the Board has determined are unfavorable to the Company. Under Nasdaq Listing Rule 5635(d), stockholder approval is required before a company may issue, in a private offering, more than 20% of its outstanding Common Stock at a price below the applicable “Minimum Price.” Nasdaq Listing Rule 5635(b) separately requires stockholder approval for any issuance of securities that could result in a change of control.

The Board has determined that the potential financing transactions as outlined in the Nasdaq Service Proposal are in the best interests of the Company and its stockholders, and that their terms are fair, reasonable, and preferable to those of the existing financing arrangements. Without stockholder approval, the Company would be unable to issue shares to either potential financing source in an amount exceeding 19.99% of outstanding Common Stock, making it unlikely that it could raise sufficient capital to make scheduled monthly payments under or pay off the Original Loan Agreement with J.J. Astor and terminate the Original ELOC with New Circle.

Approval of Nasdaq Conversion Proposal

The Company entered into the Original Loan Agreement with J.J. Astor on December 4, 2025, pursuant to which the Company issued a Senior Secured Convertible Note in the original principal amount of $2,600,000. The securities issuance provisions of that note, in the event of a default, could result in the issuance of shares of Common Stock in excess of the 20% threshold under Nasdaq Listing Rules 5635(b) and 5635(d). Without stockholder approval, the Company may not issue shares of Common Stock pursuant to a conversion of the note in an amount exceeding 19.99% of the shares outstanding immediately prior to the execution of the Original Loan Agreement, and failure to satisfy the Company’s issuance obligations upon a default could adversely affect the Company’s ability to comply with its binding contractual commitments, potentially triggering additional adverse consequences under the loan documents and related registration rights agreement.

Approval of Nasdaq 20% Proposal

The Board is seeking this approval in order to preserve the Company’s ability to obtain additional financing through non-public transactions without the delays and expense associated with a public offering. The Company plans to use any proceeds from transactions entered into under this authorization to pay off the Financing Source A convertible note and for working capital, repayment or refinancing of indebtedness, and funding of software development initiatives. If this proposal is not approved, the Company may be unable to obtain sufficient financing to fund its operations and implement its business strategy, and may be required to seek alternative sources of financing that may not be available or may not be available on commercially reasonable terms.

Approval of Incentive Plan Amendment Proposal

The Board is seeking stockholder approval of this amendment because it believes the Company’s success depends, in large part, on its ability to attract, retain, and motivate key employees with experience and ability, and that an equity-based compensation program is central to achieving those objectives. The Board believes that equity compensation directly aligns the interests of employees and non-employee directors with those of stockholders, is inherently performance-based, and is consistent with the Company’s pay-for-performance compensation philosophy. The Board has determined that the proposed increase is judicious, sustainable, and critical to meeting the Company’s business goals.

How do I vote?

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares of Common Stock are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company (“Continental”), then you are a stockholder of record. As a stockholder of record, you may vote virtually during the Annual Meeting or vote by proxy through the Internet, over the telephone or using a proxy card that you may request. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend and vote during the Annual Meeting. In such case, your previously submitted proxy will be disregarded.

• To vote online during the Annual Meeting, follow the provided instructions to join the meeting athttps://www.cstproxy.com/cidholdco/2026.

• To vote online before the Annual Meeting, go tohttps://www.cstproxy.com/cidholdco/2026. You will be asked to provide the company number and control number from the enclosed proxy cards. Your internet vote must be received by 11:59 PM Pacific Time, on May 11, 2026 to be counted.

• To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

• To vote through the internet, go tohttps://www.cstproxy.com/cidholdco/2026 to complete an electronic proxy card.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If, on the Record Date, your shares of Common Stock are held not in your name but rather in the name of your broker, bank or other agent, then you are the beneficial owner of shares held in “street name.” The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting.

As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. Beneficial owners who hold shares in “street name” may listen to the Annual Meeting by telephone as described under “How do I attend and participate in the Annual Meeting online?” and may access the meeting website only if they obtain a legal proxy and a control number as described therein.

If you are a beneficial owner, you should have received a Notice containing voting instructions from your brokerage firm, bank, dealer, or other similar organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. Beneficial owners may not vote through the meeting website unless they obtain a legal proxy and a control number as described under “How do I attend and participate in the Annual Meeting online?”

If I am a stockholder of record and I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you return a signed and dated proxy card or otherwise vote without marking your voting selections, your shares will be voted as recommended by the Board. Specifically, your shares will be voted, as applicable, “FOR” the election of the nominees for Class I director, “FOR” the Reverse Split Proposal, “FOR” the Nasdaq Proposals, “FOR” the Incentive Plan Amendment Proposal, and “FOR” the ratification of selection by the Audit Committee of the Board of CRI as independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026. If any other matter is properly presented at the Annual Meeting, including a proposal to postpone or adjourn the meeting, your proxy will vote your shares in accordance with his or her discretion. At present, the Board knows of no other business that is intended to be brought before or acted upon at the Annual Meeting.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote during the Annual Meeting, or through the Internet, by telephone or by completing your proxy card before the Annual Meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted either because (i) the broker did not receive voting instructions from the beneficial owner or (ii) the broker lacked discretionary authority to vote the shares. Abstentions represent a stockholder’s affirmative choice to decline to vote on a proposal and occur when shares present at the meeting are marked “ABSTAIN.” Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present.

A broker has discretionary authority to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. Absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters.

Proposal 1, the election of our Class I directors, is a non-routine matter, so your broker or nominee may not vote your shares on Proposal 1 without your instructions. Proposal 2, the ratification of the appointment of CRI as our independent registered public accounting firm for the fiscal year ending December 31, 2026, is a routine matter, so your broker or nominee may vote your shares on Proposal 2 even in the absence of your instruction. Proposals 3 – 7, the (i) Reverse Split Proposal, the (ii) Nasdaq Proposals, and (iii) the Incentive Plan Amendment Proposal, are all non-routine matters, so your broker or nominee may not vote your shares on Proposals 3 – 7 without your instructions. Please instruct your bank, broker, or other agent to ensure that your vote will be counted.

How can I participate and ask questions at the Annual Meeting?

We are committed to ensuring that our stockholders have the same opportunities to participate in the Annual Meeting as they would at an in-person meeting. To submit a question at the Annual Meeting, you will need your 16-digit control number that is printed on the Notice or proxy card that you received in the mail, or via email if you have elected to receive material electronically. You may log in 15 minutes before the start of the Annual Meeting and submit questions online. You will also be able to ask questions during the Annual Meeting. We encourage you to ask any question that is relevant to the business of the Annual Meeting. Appropriate questions asked during the Annual Meeting will be read and addressed during the Annual Meeting, as time permits. Questions and answers may be grouped by topic, and we will group substantially similar questions together and answer them once. Questions regarding personal matters or general economic or political questions that are not directly related to the business of the Company are not pertinent to Annual Meeting matters and, therefore, will not be answered. If there are matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, we encourage stockholders to contact us separately after the Annual Meeting.

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How many votes are required to approve each proposal?

The table below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted.

(1) Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting.

(2) As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal. Accordingly, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other agent as to how to vote on matters deemed to be “non-routine,” the broker, bank or other agent cannot vote the shares. These un-voted shares are counted as “broker non-votes” and will have the effect of a vote “against” the proposal.

(3) Abstentions will not be included in the numerator (since they are not affirmative votes) but will be included in the denominator (since they are shares “entitled to vote”). Therefore, abstentions will have the same effect as a vote “against” the proposal.

(4) As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.

(5) Abstentions, and in the case of the Election of Directors proposal, “broker non-votes” are not counted as votes cast and will have no effect on the vote on this proposal.

Can I change my vote or revoke my proxy after I have already voted or given my proxy?

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the proxy is voted at the Annual Meeting. To change your vote, you may:

• mail a written notice “revoking” your earlier vote to our Corporate Secretary at 2 Shaker Road Suite E213, Shirley, MA 01464;

• submit another properly completed and signed proxy card with a later date;

• grant a subsequent proxy by telephone or through the Internet;

• you may attend and vote virtually during the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

Your last dated proxy, properly completed and timely received prior to, or vote cast at, the Annual Meeting will be counted.

If you own your shares instreet name, please contact your broker or other intermediary for instructions on changing your vote or revoking your proxy.

How many votes do I have?

Each holder of Common Stock will have the right to one vote per share of Common Stock.

Who will count the votes?

Continental has been engaged as our independent agent to tabulate stockholder votes and act as Inspector of Election for the meeting.

Is voting confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

• as necessary to meet applicable legal requirements;

• to allow for the tabulation and certification of votes; and

• to facilitate a successful proxy solicitation.

Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

What happens if the Annual Meeting is adjourned or postponed?

Your proxy will still be effective and will be voted at the adjourned or postponed Annual Meeting. You will still be able to change or revoke your proxy until it is voted, provided such new proxy or revocation is properly completed and timely received.

How can I find the results of the Annual Meeting?

We expect that preliminary voting results will be announced during the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting.

Who is paying for this proxy solicitation?

We will pay the cost of soliciting proxies. In addition to these Proxy Materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid additional compensation for soliciting proxies. We may reimburse brokers, banks, and other agents for the cost of forwarding Proxy Materials to beneficial owners.

When are stockholder proposals due for next year’s annual meeting?

Requirements for stockholder proposals to be brought before the 2027 annual meeting.

Our bylaws provide that, for stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than director nominations) to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to our Corporate Secretary. This notice may be delivered to us via email at ir@daic.ai or via mail at 2 Shaker Road Suite E213, Shirley, MA 01464. To be timely for the 2027 annual meeting of stockholders, a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices between December 31, 2026 and January 30, 2027; provided that if the date of that annual meeting of stockholders is not within 30 days before or after such anniversary date, you must give the required notice not earlier than the 120 th day prior to the meeting date and not later than the 90 th day prior to the meeting date or, if later, the 10 th day following the day on which public disclosure of that meeting date is first made. A stockholder’s notice to the Corporate Secretary must also set forth the information required by our bylaws.

Stockholder Solicitation of Proxies in Support of Director Nominees Other Than Company Nominees.

In addition, to comply with Rule 14a-19 under the Exchange Act, the SEC’s universal proxy rule, if a stockholder intends to solicit proxies in support of director nominees submitted under the advance notice provisions of our bylaws for next year’s annual meeting of stockholders, then such stockholder must provide proper written notice that sets forth all the information required by Rule 14a-19 under the Exchange Act to our Corporate Secretary via email at ir@daic.ai or via mail at 2 Shaker Road Suite E213, Shirley, MA 01464 between December 31, 2026 and January 30, 2027; provided that if the date of that annual meeting of stockholders is not within 30 days before or after such anniversary date, you must give the required notice not earlier than the 120 th day prior to the meeting date and not later than the 90 th day prior to the meeting date or, if later, the 10 th day following the day on which public disclosure of that meeting date is first made. The notice requirements under Rule 14a-19 are in addition to the applicable advance notice requirements under our bylaws as therein.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the instructions on each Notice to ensure that all your shares are voted.

What does it mean if multiple members of my household are stockholders, but we only received one Notice or full set of proxy materials in the mail?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for notices and proxy materials with respect to two or more stockholders sharing the same address by delivering a single notice or set of proxy materials addressed to those stockholders. In accordance with a prior notice sent to certain brokers, banks, dealers, or other agents, we are sending only one Notice or full set of proxy materials to those addresses with multiple stockholders unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,” allows us to satisfy the requirements for delivering notices or proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of these documents. “Householding” helps to reduce our printing and postage costs, reduces the amount of mail you receive and helps to preserve the environment. If you currently receive multiple copies of the Notice or proxy materials at your address and would like to request “householding” of your communications, or you would like to revoke your consent to future “householding” mailings, please contact your broker, bank, or other agent or contact us at the following address:

CID Holdco, Inc.

5661 S Cameron St,

Suite 100 Las Vegas,

Nevada 89118

What are the implications of being an “emerging growth company”?

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this Proxy Statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, including

certain executive compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the completion of ShoulderUp Technology Acquisition Corp, a Delaware corporation’s (“SUAC”) initial public offering, (ii) the last day of the first fiscal year in which our annual gross revenue is $1.235 billion or more, (iii) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed to be a “large accelerated filer” as defined in the Exchange Act.

Other Information

CID Holdco, Inc. (the “Company”, or “CID Holdco”, or “CID”), formerly known as SEE ID Inc., dba Dot AI (the “Legacy Company” or “SEE ID”), was incorporated in Delaware with its headquarters in Las Vegas, Nevada. The Company helps businesses transform their operations by optimizing safety, security and efficiency of operations through in-process tracking of resources. Through the Company’s extensive research and development initiatives, the Company’s main focus includes areas such as Industrial IoT, Indoor & Outdoor tracking with seamless transitions, Passive RFID (including Bluetooth and 5G), in-process locating system, Dolly Management, and related supported software applications.

The Company is the developer of an asset tracking platform intended to push the limits of near real-time precision-based location technology. The Company’s platform leverages the technologies including the patented passive and active RFID tracking solutions, low power edge camera platforms utilizing artificial intelligence, enabling users to give accuracy to all mapping technologies in areas that are troublesome. Through its technological solutions, the Company serves multiple industries including construction, military, mining, retail, warehousing and manufacturing.

The Company is headquartered in Las Vegas, NV with our management and administrative staff located in Bethesda, MD for East Coast customer engagements and government lobbying activity. We also manufacture hardware in Puerto Rico through our wholly owned subsidiary Dot Works. Our embedded development team and DFM capability is built around our CTO in Worcester, MA and our core software team is in Bangalore, India.

On June 18, 2025, we consummated the Business Combination contemplated by a Business Combination Agreement dated March 18, 2024 (the “Business Combination Agreement”), among ShoulderUp Technology Acquisition Corp., a Delaware corporation (“SUAC”), SEE ID, Inc., a Nevada corporation (“SEE ID”), ShoulderUp Merger Sub, Inc., a Delaware corporation (“ShoulderUp Merger Sub”), SEI Merger Sub, Inc., a Delaware corporation (“SEI Merger Sub”), and SEE ID, Inc., a Nevada corporation (“SEE ID”). On the closing of the Business Combination, (i) ShoulderUp Merger Sub merged with and into SUAC (the “ShoulderUp Merger”), with SUAC surviving the ShoulderUp Merger as a wholly-owned subsidiary of the Company; and (ii) simultaneously with the ShoulderUp Merger, SEI Merger Sub merged with and into SEE ID (the “SEE ID Merger”), with SEE ID surviving the SEE ID Merger as a wholly-owned subsidiary of the Company (the ShoulderUp Merger and the SEE ID Merger, together the “Mergers” and together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

Our Common Stock and Warrants are currently listed on the Nasdaq under the symbols “DAIC” and “DAICW,” respectively. Prior to the consummation of the Business Combination, SUAC’s Common Stock and warrants were listed on the Markets Group, Inc. stock exchange under the symbols “SUAC” and “SUAC.WS,” respectively.

Cautionary Statement Regarding Forward-Looking and Other Statements

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “may,” “estimate,” “intend” and other similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this Proxy Statement can be found in our most recent Annual Report on Form 10-K filed with the SEC and in the Quarterly Reports on Form 10-Q that we have filed or will file hereafter under the heading “Risk Factors” and “Safe Harbor for Forward-Looking Statements.” The forward-looking statements speak only as of the date of this Proxy Statement and undue reliance should not be placed on these statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.

This Proxy Statement contains statements regarding individual and Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation plans and programs and should not be understood to be statements of management’s future expectations or estimates of future results or other guidance. We specifically caution investors not to apply these statements to other contexts.