M&A - CID Holdco, Inc.

Form Type: S-4MEF

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000101376225003338

Filing Summary: CID Holdco, Inc. is filing a Registration Statement on Form S-4 with the SEC for the issuance of an additional 4,079,335 shares of common stock (par value $0.0001) to stockholders of SEE ID, Inc., in connection with a business combination. This filing relates to a previous registration statement (File No. 333-282600) that was initially filed on October 11, 2024, and declared effective on January 16, 2025. The filing aims to facilitate transactions defined in the Business Combination Agreement dated March 18, 2024. It adheres to Rule 462(b) under the Securities Act and includes the necessary legal opinions and consents from accountants. The intent is to commence the public offering as soon as the registration statement is effective.

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Form Type: S-4/A

Filing Date: 2025-01-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025003518

Filing Summary: CID HoldCo, Inc. is involved in a proposed business combination with ShoulderUp Technology Acquisition Corp. (SUAC) and SEE ID, Inc. This business combination agreement was approved by SUAC's board of directors. The transaction will involve two key mergers: the ShoulderUp Merger, where ShoulderUp Merger Sub will merge into SUAC, and the SEE ID Merger, where SEI Merger Sub will merge into SEE ID. Following this, SUAC and SEE ID will become wholly-owned subsidiaries of Holdings, which is a new entity formed for this purpose. The terms include that SUAC's common stock holders will receive shares of Holdings common stock in exchange for their SUAC shares, with the final ownership percentages for the stockholders estimated to be approximately 48.58% for SUAC's former stockholders and 35.04% for SEE ID's stockholders, depending on redemptions. Additionally, Holdings plans to list its common stock and warrants on Nasdaq. The registration statement filed on January 14, 2025, includes necessary information regarding the proposals and redemption rights for stockholders. The document discusses conflicts of interest involving directors and calls for stockholder votes on the proposed actions.

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Form Type: S-4/A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025002129

Filing Summary: CID Holdco, Inc. is involved in a business combination with ShoulderUp Technology Acquisition Corp. (SUAC) and SEE ID, Inc. The business combination agreement, approved by the board, details that SUAC will merge with ShoulderUp Merger Sub, a wholly-owned subsidiary of CID Holdco, effectively making SUAC a subsidiary of CID Holdco. Simultaneously, SEE ID will merge with SEI Merger Sub, another wholly-owned subsidiary of CID Holdco. Upon completion, shareholders of SUAC will receive shares of CID Holdco’s common stock on a one-for-one basis for their SUAC common stock, while warrants will convert to Holdings warrants at an exercise price of $11.50. Overall ownership distribution post-merger is projected with former SUAC shareholders owning approximately 48.58% and SEE ID shareholders about 35.04% of the new entity, subject to redemption options for public stockholders.

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Form Type: S-4/A

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000121390025001425

Filing Summary: CID Holdco, Inc., through this filing, updates details regarding its business combination agreement with ShoulderUp Technology Acquisition Corp. (SUAC) and SEE ID, Inc., approved by the SUAC board. The agreement includes a two-part merger, where ShoulderUp Merger Sub merges with SUAC, and SEI Merger Sub merges with SEE ID, both transactions aimed at forming CID Holdco as a subsidiary. Details about share exchanges, including common stock and warrants, have been outlined, specifying that SUAC's common stockholders will receive Holdings common stock in a 1:1 exchange. The document also mentions adjustments to shares based on certain conditions. The aim is to list Holdings Common Stock on Nasdaq under specific symbols. The anticipated ownership stake distribution post-merger is estimated, alongside provisions for public stockholders regarding stock redemption.

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Form Type: CORRESP

Filing Date: 2024-11-05

Corporate Action: Merger

Type: Update

Accession Number: 000121390024094564

Filing Summary: CID Holdco, Inc. submitted a response letter to the U.S. Securities and Exchange Commission (SEC) addressing comments related to its Registration Statement on Form S-4 filed on October 11, 2024, in connection with a business combination with SEE ID, Inc. The letter includes updates to disclosures based on SEC staff comments, including revisions for consistency in pro forma common stock disclosures, details on redemption scenarios, and clarifications regarding PIPE financing and component shortages. CID Holdco has also summarized changes made to the proxy statement/prospectus together with responses to specific staff comments, indicating amendments to the Registration Statement reflecting those revisions. The business combination involves an initial value of $130 million and a new equity incentive plan that includes a discussion of stock options and restricted stock awards, along with explanations of materiality assessments regarding past accounting errors. Overall, this filing moves forward with the merger transaction and addresses compliance with regulatory requirements and internal audits.

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Form Type: CORRESP

Filing Date: 2024-10-11

Corporate Action: Merger

Type: Update

Accession Number: 000121390024087116

Filing Summary: CID Holdco, Inc. filed a letter in response to the SEC comments regarding its Draft Registration Statement on Form S-4 submitted on August 15, 2024. The document includes revisions made to the registration statement based on SEC staff comments, which cover various areas including financing transactions, PIPE investments, conflicts of interest, dilution disclosures, tax implications for a merger with SEE ID, and risk factors associated with the business combination. The response clarifies issues around the execution of a letter of intent, the ownership structure post-business combination, and comprehensive disclosures about the financial and business impacts of the merger. The document also highlights ongoing updates to the financial statements and the aim to seek stockholder approval for the business combination with SEE ID, confirming compliance with Regulation S-K.

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