CID Holdco, Inc.

As filed with the Securities and Exchange Commission on April 23, 2026

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 (US)

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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth 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 Securityholder 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 APRIL 23, 2026

Preliminary Prospectus

CID HoldCo, Inc.

Up to 51,000,000 shares of Common Stock

This prospectus relates to the potential offer and sale of up to 51,000,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”), by White Lion Capital, LLC (“White Lion” or the “Selling Securityholder”). The shares of Common Stock to which this prospectus relates include: (a) up to 15,000,000 shares of Common Stock (the “Purchase Shares”) that we may elect, in our sole discretion, to issue and sell to White Lion from time to time during the Commitment Period under the Common Stock Purchase Agreement dated April 17, 2026 between us and White Lion (the “Common Stock Purchase Agreement” or “ELOC Agreement”), (b) up to 1,000,000 shares of Common Stock (the “Commitment Shares”) issuable to White Lion as consideration for it entering into the Common Stock Purchase Agreement, (c) up to 15,000,000 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of the Commitment Warrant issued to White Lion, and (d) up to 20,000,000 shares of Common Stock (the “Conversion Shares”) issuable upon conversion of the Convertible Notes issued pursuant to the Note Purchase Agreement dated April 17, 2026 between us and White Lion (the “Note Purchase Agreement”).

We will not receive any proceeds from the sale of shares of our Common Stock by the Selling Securityholder pursuant to this prospectus. We will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholder in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

We are registering the securities for resale pursuant to the Selling Securityholder’s registration rights under certain agreements between us and the Selling Securityholder. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholder will issue, offer or sell, as applicable, any of the securities. The Selling Securityholder 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 Securityholder from offering or selling 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 Public Warrants are traded on the Nasdaq Stock Market LLC under the symbols “DAIC” and “DAICW”, respectively. On April 22, 2026, the last reported sale price of our Common Stock on the Nasdaq Stock Market LLC was $0.23 per share, and the closing price of our Public Warrants was $0.02 per Public Warrant.

The shares of Common Stock being offered for resale in this prospectus represent approximately 174% of our current total outstanding Common Stock. The shares of Common Stock represent a substantial percentage of our total outstanding Common Stock as of the date of this prospectus. 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. 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” and a “smaller reporting company,” each as defined 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 April , 2026

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.

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