Form 8-K

8-K — CID Holdco, Inc.

Accession: 0001213900-26-061794

Filed: 2026-05-28

Period: 2026-05-27

CIK: 0002033770

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0292442-8k_cidhold.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT OF THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY, FILED ON MAY 27, 2026 (ea029244201ex3-1.htm)

EX-99.1 — PRESS RELEASE, DATED MAY 28, 2026 (ea029244201ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0292442-8k_cidhold.htm · Sequence: 1

false

--12-31

0002033770

2026-05-27

0002033770

DAIC:CommonStockParValueOf0.0001PerShareMember

2026-05-27

0002033770

DAIC:WarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember

2026-05-27

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 27, 2026

CID HoldCo, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-42711

99-2578850

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5661 S Cameron St, Suite 100,

Las Vegas, Nevada

89118

(Address of Principal Executive Offices)

(Zip Code)

(303)-332-4122

(Registrant’s telephone number, including

area code)

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value of $0.0001 per share

DAIC

The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share

DAICW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders.

The board of directors (“Board”) of CID HoldCo, Inc., a

Delaware corporation (the “Company”), approved the implementation of a reverse stock split of the Company’s outstanding

shares of common stock, par value $0.0001 per share (“Common Stock”), at a ratio of one-for-twenty-five (the “Reverse

Stock Split”), as previously approved at the annual meeting of stockholders held on May 12, 2026. The Reverse Stock Split will become

legally effective as of 4:01 p.m. Eastern Time on May 29, 2026 (the “Legal Effective Date”), and the Common Stock will open

for trading on The Nasdaq Stock Market LLC on a reverse split-adjusted basis on June 1, 2026, under the existing trading symbol “DAIC”

and with the new CUSIP number of 171756208.

Effects of the Reverse Stock Split.

On the Legal Effective Date, every twenty-five shares of the Common

Stock issued and outstanding or held as treasury stock will be automatically reclassified into one new share of Common Stock. The par

value per share of the Common Stock will remain unchanged at $0.0001 per share. The new CUSIP number for the Common Stock following the

Reverse Stock Split will be 171756208.

No fractional shares will be issued in connection with the Reverse

Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded down to the nearest whole share and stockholders

will receive cash in lieu of any fractional shares that would have been created by the Reverse Stock Split. Each stockholder’s percentage

ownership interest in the Company and proportional voting power will remain unchanged as a result of the Reverse Stock Split, except for

adjustments that will result from rounding fractional shares down to whole shares.

Continental Stock Transfer and Trust will act as the paying agent for

the Reverse Stock Split and will provide stockholders with a transaction statement that reflects their post-split shareholdings. Stockholders

owning shares via a broker, bank, trust or other similar organization will have their positions automatically adjusted to reflect the

Reverse Stock Split, subject to such organization’s particular processes, and will not be required to take any action in connection with

the Reverse Stock Split.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form

8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1

and is incorporated herein by reference.

Item 8.01 Other Events.

On May 28, 2026, the Company issued a press release disclosing the

Reverse Stock Split and the effects thereof. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein

by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

3.1

Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of the Company, filed on May 27, 2026.

99.1

Press release, dated May 28, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

CID HoldCo, Inc.

Date: May 28, 2026

By:

/s/ Edmund Nabrotzky

Edmund Nabrotzky

President and Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT OF THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY, FILED ON MAY 27, 2026

EX-3.1

Filename: ea029244201ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CID HOLDCO, INC.

May 27, 2026

CID Holdco, Inc., a corporation organized and

existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the corporation is CID Holdco, Inc.

SECOND: This Certificate of Amendment (“Certificate

of Amendment”) amends the provisions of the Company’s Amended and Restated Certificate of Incorporation, as filed of record

with the Delaware Secretary of State on June 18, 2025 (the “Certificate of Incorporation”).

THIRD: The Certificate of Incorporation

is hereby amended by revising Section 4.1 of Article IV to include a new paragraph (a) as follows:

(a) Reverse Stock Split. Effective at 4:01 pm Eastern time on May 29, 2026 (the “Effective Time”), each

share of Common Stock, either issued or outstanding or held by the Company as treasury stock, immediately prior to the Effective Time,

will be automatically reclassified and combined (without any further act) into a smaller number of shares such that each 25 shares of

Common Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time is reclassified into

one share of Common Stock of the Company (the “Reverse Stock Split”). No fractional shares of Common Stock shall

be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate which

formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would

otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall

be entitled to receive a cash payment equal to the fraction of a share of Common Stock to which such holder would otherwise be entitled

multiplied by the fair value per share of the Common Stock immediately prior to the Effective Time as determined by the Board of Directors.”

FOURTH: This Certificate of Amendment shall become effective

at 4:01 pm Eastern time on May 29, 2026.

FIFTH: The Certificate of Amendment was duly adopted in accordance

with Section 242 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”) and by the

Company’s stockholders in accordance with Section 212 of the DGCL.

SIXTH: All other provisions of the Certificate of Incorporation

shall remain in full force and effect

[Signature page follows]

CID Holdco, Inc. has caused this Certificate of

Amendment to be duly executed and acknowledged in its name and on its behalf by the undersigned officer, thereunto duly authorized, as

of the date first set forth above.

CID HOLDCO, INC.

By:

/s/ Edmund Nabrotzky

Name:

Edmund Nabrotzky

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED MAY 28, 2026

EX-99.1

Filename: ea029244201ex99-1.htm · Sequence: 3

Exhibit 99.1

Dot Ai Announces Implementation of Previously

Approved 1-for-25 Reverse Stock Split

Common Stock Expected to Begin Trading

on a Split-Adjusted Basis on June 1, 2026

LAS VEGAS, NEVADA - May 28, 2026 - CID HoldCo, Inc. (“Dot

Ai” or the “Company”) (Nasdaq: DAIC), today announced that it will implement a one-for-twenty-five reverse stock split

of the Company’s common stock, par value $0.0001 per share (the “Reverse Stock Split”), as previously approved at the

annual meeting of stockholders held on May 12, 2026.

The Reverse Stock Split will become effective at 4:01 p.m.

Eastern Time on May 29, 2026 (the “Effective Date”) and shares of the Company’s common stock will begin trading on a

split-adjusted basis on The Nasdaq Stock Market LLC under the same symbol (DAIC) when the markets open on June 1, 2026, with the new CUSIP

number of 171756208. As previously disclosed, the Company’s stockholders approved, at the annual meeting of stockholders held on

May 12, 2026, a proposal authorizing an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a

reverse stock split of its common stock at a ratio within the range of not less than one-for-ten and not more than one-for-twenty-five,

as set by the Board of Directors.

On the Effective Date, every twenty-five issued and outstanding

shares of common stock will be automatically combined and converted into one share, reducing the number of shares of the Company’s outstanding

common stock from approximately 30.26 million shares to approximately 1.21 million shares. Fractional shares will not be issued. Instead,

stockholders will receive cash in lieu of any fractional shares that would have been created by the Reverse Stock Split. The Reverse Stock

Split is not expected to affect any stockholder’s ownership percentage of the Company’s common stock, except to the extent

that it would result in any stockholder owning a fractional share.

Continental Stock Transfer and Trust will act as the paying

agent for the Reverse Stock Split and will provide stockholders with a transaction statement that reflects their post-split shareholdings.

Stockholders owning shares via a broker, bank, trust or other similar organization will have their positions automatically adjusted to

reflect the Reverse Stock Split, subject to such organization’s particular processes, and will not be required to take any action in connection

with the Reverse Stock Split.

About Dot Ai

Dot Ai (Nasdaq: DAIC) is an IoT and AI-based SaaS company at

the forefront of Asset Intelligence technology for smart supply chain operations. Leveraging state-of-the-art AI engines, cutting-edge

5G RF and BLE technology, and seamless cloud integrations, Dot Ai offers real-time asset visibility and predictive analytics that integrate

with existing infrastructure. The Company serves multiple industries including aviation, construction, delivery, military, mining, retail,

sea ports, medical logistics, warehousing and manufacturing. For more information, please visit daic.ai.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains forward-looking statements within

the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical

facts, including statements regarding anticipated production capacity increases, facility expansion plans, expected order fulfillment,

and future business growth. All forward-looking statements are based on Dot Ai’s current expectations and beliefs concerning future

developments and their potential effects on the company. Forward-looking statements are subject to risks and uncertainties that could

cause actual results to differ materially from those expressed in the forward-looking statements. Readers are cautioned not to put undue

reliance on forward-looking statements, and Dot Ai assumes no obligation to update or revise these forward-looking statements, whether

as a result of new information, future events, or otherwise, except as required by law.

Investor Relations Contact

Lucas A. Zimmerman & Ian Scargill

MZ Group - MZ North America

(262) 247-6461

DAIC@mzgroup.us

www.mzgroup.us

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Cover

May 27, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 27, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-42711

Entity Registrant Name

CID HoldCo, Inc.

Entity Central Index Key

0002033770

Entity Tax Identification Number

99-2578850

Entity Incorporation, State or Country Code

Entity Address, Address Line One

5661 S Cameron St

Entity Address, Address Line Two

Suite 100

Entity Address, City or Town

Las Vegas

Entity Address, State or Province

Entity Address, Postal Zip Code

89118

City Area Code

303

Local Phone Number

332-4122

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Common Stock, par value of $0.0001 per share

Title of 12(b) Security

Common Stock, par value of $0.0001 per share

Trading Symbol

DAIC

Security Exchange Name

NASDAQ

Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share

Title of 12(b) Security

Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share

Trading Symbol

DAICW

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=DAIC_CommonStockParValueOf0.0001PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=DAIC_WarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: