CID Holdco, Inc. Form 8-K Summary
Business Context and Reporting Period
Date of Report: June 25, 2025 (Earliest Event: June 18, 2025)
Company: CID Holdco, Inc. (formerly ShoulderUp Technology Acquisition Corp.)
Event: Consummation of a Business Combination with SEE ID, Inc. (operating as Dot Ai).
Status: The Company ceased to be a shell company and commenced trading on the Nasdaq Global Market under the symbols DAIC (Common Stock) and DAIC.W (Warrants) on June 23, 2025.
Key Financial Metrics and Capital Structure
- PIPE Financing: Raised an aggregate of $13,294,143 through the issuance of 3,323,536 shares at $4.00 per share.
- $1,456,500 represented the conversion of bridge loan principal and accrued interest.
- $11,837,643 was new cash proceeds received at Closing.
- Redemptions: Approximately 2,000 public shares were redeemed for cash at ~$11.00 per share, totaling approximately $22,019.
- Trust Account Balance: Approximately $5,577,304 remained immediately prior to Closing after redemptions.
- Capital Structure Post-Closing:
- 27,636,939 shares of Common Stock issued and outstanding.
- 15,654,985 Warrants outstanding (exercisable at $11.50 per share).
- Future Financing Facility: Entered into a Share Purchase Agreement with New Circle Principal Investments LLC for up to $50 million of Common Stock over 36 months.
- Commitment Fee: $350,000 (payable in cash or stock).
- Purchase Price: Discounted to recent trading prices (85% or 97% of VWAP).
Material Changes and Transactions
- Merger Completion: ShoulderUp Merger Sub merged with SUAC, and SEI Merger Sub merged with SEE ID. SEE ID survives as a wholly-owned subsidiary.
- Consideration to SEE ID Shareholders: Based on a valuation of $171,635,010 divided by $10.00 per share. Additionally, SEE ID shareholders received 4,163,501 additional shares pro-rata at Closing.
- Management Changes:
- Resigned: Phyllis Newhouse (CEO) and Rashaun Williams (CFO).
- Appointed: Edmund Nabrotzky (CEO and Chairman) and Charles Maddox (CFO).
- Accounting Firm Change: Appointed Berkowitz Pollack Brant Advisors + CPAs (BPB) as the independent registered public accounting firm.
- Lock-Up Period: Holders of certain equity interests are restricted from transferring securities for 180 days following the Closing Date.
Outlook, Risks, and Contingencies
- Ownership Concentration: Former SEE ID stockholders beneficially own approximately 58.77% of the outstanding Common Stock, granting them significant influence over corporate matters.
- Liquidity Risks: Upon expiration of the 180-day lock-up period, a significant portion of shares may become available for resale, potentially causing volatility or a decline in the market price.
- Forward-Looking Statements: The Company cautions that projections regarding future Adjusted EBITDA, financing ability, and expansion plans are subject to risks including competition, regulatory changes, and the ability to retain key employees.
- Legal Proceedings: No material litigation is currently pending, though the Company notes inherent uncertainties in legal matters.
- Dividends: The Company does not anticipate paying cash dividends in the foreseeable future, intending to retain earnings for operations.
Investor Verification Checklist
- Verify the effectiveness of the resale registration statement required for the New Circle $50 million facility.
- Review the 180-day lock-up expiration date to assess potential near-term selling pressure.
- Confirm the pro forma financial statements (Exhibit 99.5) for combined entity performance metrics.
- Monitor the trading volume and price of DAIC and DAIC.W following the June 23, 2025 listing.
- Assess the impact of the 58.77% ownership concentration by former SEE ID shareholders on future governance decisions.