CID Holdco, Inc. Files 8-K on Definitive Agreement & Equity Sales

TL;DR

CID Holdco filed an 8-K detailing a new material agreement, financial obligations, and equity sales on Dec 5th.

AI Summary

On December 5, 2025, CID Holdco, Inc. entered into a material definitive agreement related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing date was December 11, 2025.

Why It Matters

This filing indicates significant corporate actions by CID Holdco, Inc., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• CID Holdco, Inc. (company) — Registrant
• December 5, 2025 (date) — Date of earliest event reported
• December 11, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of Incorporation
• 001-42711 (identifier) — SEC File Number
• 99-2578850 (identifier) — EIN

FAQ

Key Financial Figures

• $0.0001 — Registered Common Stock, par value $0.0001 per share DAIC The Nasdaq Stock Mar
• $11.50 — of Common Stock at an exercise price of $11.50 per share DAICW The Nasdaq Stock Ma
• $5,000,000 — t to which the Company may borrow up to $5,000,000 in four tranches comprised of an initia
• $2,000,000 — n four tranches comprised of an initial $2,000,000 tranche (the "Initial Loan") borrowed o
• $1,000,000 — and up to three additional tranches of $1,000,000 each (the "Additional Loans" and togeth
• $2,600,000 — der for an original principal amount of $2,600,000 (the "Initial Note"), of which $1,840,0
• $1,840,000 — ,600,000 (the "Initial Note"), of which $1,840,000 was funded by the Lender at the funding
• $108,334 — installment due on December 31, 2025 of $108,334 and the remaining eleven monthly paymen
• $226,615.18 — he remaining eleven monthly payments of $226,615.18. The Company may request Additional Lo
• $1,300,000 — ote for an original principal amount of $1,300,000, of which $960,000 will be funded by th
• $960,000 — rincipal amount of $1,300,000, of which $960,000 will be funded by the Lender after dedu
• $1.00 — onal securities exchange being at least $1.00 per share, and (v) the average trading
• $1.69 — (the "Company") at an exercise price of $1.69 per share, subject to certain adjustmen

Filing Documents

• ea0269263-8k_cidhold.htm (8-K) — 42KB
• ea026926301ex4-1_cidhold.htm (EX-4.1) — 89KB
• ea026926301ex10-1_cidhold.htm (EX-10.1) — 175KB
• ea026926301ex10-2_cidhold.htm (EX-10.2) — 66KB
• ea026926301ex10-3_cidhold.htm (EX-10.3) — 107KB
• 0001213900-25-120713.txt ( ) — 803KB
• daic-20251205.xsd (EX-101.SCH) — 4KB
• daic-20251205_def.xml (EX-101.DEF) — 26KB
• daic-20251205_lab.xml (EX-101.LAB) — 36KB
• daic-20251205_pre.xml (EX-101.PRE) — 25KB
• ea0269263-8k_cidhold_htm.xml (XML) — 6KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement On December 5, 2025, CID Holdco, Inc. (the "Company") entered into a Loan Agreement with J.J. Astor & Co., a Utah corporation (including its successors and assigns, the "Lender"), pursuant to which the Company may borrow up to $5,000,000 in four tranches comprised of an initial $2,000,000 tranche (the "Initial Loan") borrowed on the initial funding date of December 5, 2025 (the "Initial Funding Date") and up to three additional tranches of $1,000,000 each (the "Additional Loans" and together with the Initial Loan, the "Loans"). The Initial Loan is evidenced by a Senior Secured Convertible Note issued to the Lender for an original principal amount of $2,600,000 (the "Initial Note"), of which $1,840,000 was funded by the Lender at the funding date after deducting the Lender's origination fees and expenses from the amount of the Initial Loan. The Initial Loan matures on November 30, 2026 and is payable in twelve monthly installments, consisting of an initial installment due on December 31, 2025 of $108,334 and the remaining eleven monthly payments of $226,615.18. The Company may request Additional Loans from time to time under the Loan Agreement upon at least 5 business days' notice and subject to the Lender's election to extend such Additional Loan, subject to the terms and conditions of the Loan Agreement. Each Additional Loan will be evidenced by a senior secured convertible note for an original principal amount of $1,300,000, of which $960,000 will be funded by the Lender after deducting the Lender's origination fee (each, an "Additional Note" and together with the Initial Note, the "Convertible Notes"). Each Additional Loan is subject to the Company's satisfaction of certain specified conditions, including that there be no restrictions on the Company drawing funds under the Company's equity line of credit (the "ELOC") with New Circle Principal Investments, LLC ("New Circle"), (ii) the Company being in full c

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The disclosure contained in

01 of this Current Report is incorporated by reference in this Item 2.03

Item 1.01 of this Current Report is incorporated by reference in this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities The information contained above in Item 1.01 of this Current Report on Form 8-K related to the Loan Agreement, the Lender Warrant and the Initial Note (collectively, the "Securities") is hereby incorporated by reference into this Item 3.02. The Securities were sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Common Stock Purchase Warrant 10.1 Loan Agreement between J.J. Astor and CID Holdco, Inc. 10.2 Senior Secured Convertible Promissory Note 10.3 Registration Rights Agreement between CID Holdco, Inc. and J.J. Astor. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 11, 2025 CID HOLDCO, INC. By: /s/ Edmund Nabrotzky Name: Edmund Nabrotzky Title: Chief Executive Officer and Director 4

View Full Filing

View this 8-K filing on SEC EDGAR