CID Holdco, Inc. 10-Q

Item 5. Other Information. Entry into a Material Definitive Agreement On May 7, 2026, the Company entered into a Side Letter Agreement (the “Side Letter”) with White Lion Capital, LLC (“White Lion”), which amends that certain Note Purchase Agreement, dated April 17, 2026, by and between the Company and White Lion (the “Note Purchase Agreement”). The Note Purchase Agreement provides for the purchase and sale of senior secured convertible promissory notes of the Company in an aggregate principal amount of up to $2,875,000, convertible into shares of common stock, $0.0001 par value per share, of the Company. The Company previously reported the Note Purchase Agreement on a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2026. The Side Letter amends the Note Purchase Agreement as follows: Acceleration of Required Subsequent Closing Dates. Under the Note Purchase Agreement, the parties are required to consummate a second closing (the “First Required Subsequent Closing”) and a third closing (the “Second Required Subsequent Closing”) on specified dates, subject to satisfaction of certain conditions. The Side Letter provides that White Lion may accelerate each of the First Required Subsequent Closing date and the Second Required Subsequent Closing date to any earlier date at its sole discretion upon written notice to the Company, which written notice may be delivered via email. All references in the Note Purchase Agreement to such closing dates are deemed to refer to such accelerated date, as applicable. Delivery of Payments. The Note Purchase Agreement provides that, on each closing date, White Lion is required to deliver the funding amount of $230,000 (the “Funding Amount”). The Side Letter modifies this payment mechanism as follows: unless otherwise subsequently agreed in writing by the parties, (i) payment of the Funding Amount for the First Required Subsequent Closing shall be made directly to the Company, in accordance with the Company’s written wiring instructions, and (ii) thereafter, payment of the Funding Amount for the Second Required Subsequent Closing and any additional optional subsequent closings shall be made directly to J.J. Astor & Co. (“J.J. Astor”), in accordance with J.J. Astor’s written wiring instructions, until all amounts outstanding under the senior secured convertible notes previously issued by the Company to J.J. Astor (the “J.J. Astor Notes”) are paid in full. Except as modified and amended by the Side Letter, all of the terms and conditions of the Note Purchase Agreement remain in full force and effect. The foregoing description of the Side Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Side Letter, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. Termination of a Material Definitive Agreement On May 8, 2026, the Company terminated its standby equity purchase agreement (equity line of credit) (the “SEPA”) with New Circle Principal Investment LLC (“New Circle”), which had previously provided the Company with the right, but not the obligation, to sell shares of its common stock to New Circle from time to time, subject to customary conditions and limitations. The Company terminated the SEPA as part of a shift in its financing strategy. The termination was effected by notice permitted under the SEPA. Following the termination, neither the Company nor New Circle has any further right to require purchases of the Company’s common stock under the SEPA after the termination date, and the SEPA otherwise ceased to be of further force and effect, except for those provisions that expressly survive termination. No termination fee or penalty was payable by the Company in connection with the termination. 43 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On May 7, 2026, the Company completed the First Required Subsequent Closing and issued and sold to White Lion a senior secured convertible promissory note (the “Note”) in the face amount of $287,500 for cash proceeds of $230,000, reflecting a 20% original issue discount, pursuant to the Note Purchase Agreement. Pursuant to the Side Letter, the proceeds of the First Required Subsequent Closing were paid directly to the Company. The Note bears interest at 8% per annum, and the interest for the first six months accrues immediately and is guaranteed. The Note matures on the six-month anniversary of the issue date. The Note is convertible, at the option of White Lion, into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a variable conversion price equal to 80% of the lowest daily volume-weighted average price of the Common Stock during the fifteen trading day period ending on the latest complete trading day prior to the applicable conversion date. In no event shall White Lion be entitled to convert any portion of the Note to the extent that such conversion would result in White Lion and its affiliates beneficially owning in excess of 4.99% of the outstanding shares of Common Stock, provided that White Lion may increase the ownership limitation up to 9.99% upon sixty-one days’ prior written notice to the Company. The Note is a second senior secured obligation of the Company, secured by all of the assets, personal property of every kind, intellectual property, claims, products and proceeds of the Company. The Note is subject to a second priority lien on the collateral, behind the first priority lien held by J.J. Astor & Co. pursuant to that certain Loan Agreement dated December 4, 2025. The Note contains customary events of default, including, among others, failure to pay principal or interest when due, failure to honor conversion obligations, breach of covenants or representations and warranties under the Note or certain other transaction documents, appointment of a receiver or trustee, bankruptcy proceedings, delisting of the Common Stock from Nasdaq, failure to comply with reporting requirements under the Securities Exchange Act of 1934, as amended, and cross-defaults with other agreements between the parties. Upon an event of default, the Note becomes immediately due and payable, and White Lion may, at its option, convert the Note at a default conversion price of $0.01 per share. The Company may prepay the Note at any time without the prior written consent of White Lion for an amount equal to the original principal amount (or the default amount, as applicable), less all payments previously made, plus accrued and unpaid interest (including guaranteed interest), plus all other amounts, costs, expenses, and liquidated damages due under the Note. Unregistered Sales of Equity Securities. The information set forth under “Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” is incorporated herein by reference. As described above, on May 7, 2026, the Company issued the Note described above to White Lion with an original principal amount of $287,500. The Note is convertible into shares of Common Stock in accordance with its terms, as described above. On May 6, 2026, in connection with the Common Stock Purchase Agreement dated April 17, 2026, the Company issued to White Lion an aggregate of 626,305 shares of its common stock (the “Commitment Shares”) as consideration for White Lion’s execution and performance of the Common Stock Purchase Agreement. The number of Commitment Shares was calculated in accordance with the agreement as a commitment fee amount of $120,000 divided by the closing price of the Company’s common stock on the trading day immediately preceding the applicable determination date. The Note and securities issued in connection with the First Required Subsequent Closing and the Commitment Shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended or Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering. Insider Trading Arrangements During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K. Auditor Update The Company was notified that Carr, Riggs & Ingram, L.L.C. (“CRI”) acquired, effective as of January 1, 2026, certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”). On January 13, 2026, the Audit Committee of the Company’s Board of Directors simultaneously dismissed BPB as the Company’s independent registered public accounting firm and approved the appointment of CRI as the Company’s new independent registered public accounting firm. BPB’s audit report on SEE ID, Inc. dba Dot Ai’s condensed consolidated financial statements for the fiscal year ended December 31, 2024 contained no adverse opinion or disclaimer and was not qualified, except for an explanatory paragraph regarding substantial doubt about SEE ID’s ability to continue as a going concern prior to the business combination. During the relevant periods, there were no disagreements or reportable events with BPB, other than previously disclosed material weaknesses in internal control over financial reporting. 44 Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. Incorporation No. Description of Exhibit By Reference 2.1+ Business Combination Agreement by and among ShoulderUp Technology Acquisition Corp., CID Holdco, Inc., ShoulderUp Merger Sub, Inc., SEI Merger Sub, Inc., and SEE ID, Inc., dated as of March 18, 2024 (incorporated by reference to Exhibit 2.1 of CID Holdco, Inc.’s Registration Statement on Form S-4, filed with the SEC on January 15, 2025). Incorporated by reference. 3.1 Amended and Restated Certificate of Incorporation of CID Holdco, Inc. (incorporated by reference to Exhibit 3.1 of CID Holdco, Inc.’s Current Report on Form 8-K, filed with the SEC on June 26, 2025). Incorporated by reference. 3.2 Bylaws of CID Holdco, Inc. (incorporated by reference to Exhibit 3.2 of CID Holdco, Inc.’s Current Report on Form 8-K, filed with the SEC on June 26, 2025). Incorporated by reference. 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.5 of CID Holdco, Inc.’s Registration Statement on Form S-4, filed with the SEC on January 15, 2025). Incorporated by reference. 4.2 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.6 of CID Holdco, Inc.’s Registration Statement on Form S-4, filed with the SEC on January 15, 2025). Incorporated by reference. 4.3 Existing Warrant Agreement, dated November 16, 2021, by and between ShoulderUp Technology Acquisition Corp and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.4 of CID Holdco, Inc.’s Registration Statement on Form S-4, filed with the SEC on January 15, 2025). Incorporated by reference. 4.4 Warrant Assumption and Assignment Agreement, dated as of June 18, 2025 (incorporated by reference to Exhibit 4.4 of CID Holdco, Inc.’s Current Report on Form 8-K, filed with the SEC on June 26, 2025). Incorporated by reference. 4.5 Common Stock Purchase Warrant, issued April 17, 2026, by CID Holdco, Inc. to White Lion Capital, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42711) filed with the SEC on April 20, 2026). Incorporated by reference. 10.1 Form of Securities Purchase Agreement, by and between CID Holdco, Inc. and the purchasers party thereto (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 29, 2026) Incorporated by reference. 10.2* Side Letter Agreement, dated May 7, 2026, by and between CID HoldCo, Inc. and White Lion Capital, LLC Filed herewith. 31.1 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith. 31.2 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith. 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished. 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. + Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon the request of the SEC in accordance with Item 601(b)(2) of Regulation S-K. 45 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CID HOLDCO, INC. Date: May 12, 2026 /s/ Edmund Nabrotzky Name: Edmund Nabrotzky Title: Chief Executive Officer (Principal Executive Officer) /s/ Charles Maddox Name: Charles Maddox Title: Chief Financial Officer (Principal Financial and Accounting Officer) 46