🧾 What This Document Is

This is a preliminary proxy statement (PRE 14A) for CID Holdco, Inc. Think of it as an invitation and a ballot for the company's annual shareholder meeting. The purpose is to give shareholders the information they need to vote on several important company decisions.

Why it matters: If you own stock in this company, this document tells you what you're being asked to vote on, why the board recommends each vote, and the potential consequences of each choice. It's your guide to participating in the company's governance.

🏢 What The Company Does

In simple terms, CID Holdco develops technology to track assets (like equipment, inventory, or tools) in real-time for industries like construction, manufacturing, and the military.

👉 The company uses a mix of technologies, including RFID (radio-frequency identification) tags and AI-powered cameras, to help businesses improve safety and efficiency by knowing exactly where their valuable resources are, both indoors and outdoors. They were formerly known as SEE ID Inc. and completed a business combination in June 2025.

📅 Meeting Details & How to Vote

• When: April 30, 2026, at 11:00 a.m. Pacific Time.
• Where: Virtually via live webcast. Details on how to join are provided.
• Record Date: You must have owned shares by March 24, 2026, to vote.
• Your Vote is Crucial: Several proposals need your direct approval, especially the ones related to financing and the reverse stock split.

🗳️ The Proposals You're Voting On

The board recommends voting FOR all seven proposals. Here’s a simple breakdown of each:

🤵 Proposal 1: Elect a Director

• What: Vote to re-elect Phyllis Newhouse to the Board of Directors.
• Why: She is the nominee for a Class I director seat. The board believes her experience in cybersecurity and business makes her qualified.

📜 Proposal 2: Ratify the Auditor

• What: Approve the selection of Carr, Riggs & Ingram, LLC as the company's independent accounting firm for 2026.
• Why: This is a standard, routine good-governance item. It lets shareholders have a say in who checks the company's financial books.

🔄 Proposal 3: Approve a Reverse Stock Split

• What: Authorize the board to potentially combine shares into fewer shares (a "reverse split"), at a ratio between 1-for-10 and 1-for-25.
• Why it matters: The company's stock price has fallen below $1.00, and Nasdaq requires it to stay above that level to remain listed. A reverse split is a common tool to artificially boost the per-share price to meet this requirement. This is a critical proposal for avoiding delisting.

💰 Proposal 4: Approve Major Financing Deals (The "Nasdaq Service Proposal")

• What: Approve two potential financing plans (Proposal A or B) to get new funding.
• The Goal: To either make payments on or completely pay off an existing $2.6 million loan from J.J. Astor & Co. and terminate an old financing deal with New Circle.
• Why it matters: Nasdaq rules require shareholder approval if a company issues more than 20% of its stock in a private deal. These new deals could exceed that threshold. Without your "yes," the company says it may not get the money it needs to manage its existing debt.

🔄 Proposal 5: Backup Plan for Loan Default (The "Nasdaq Conversion Proposal")

• What: Pre-approve the issuance of shares if the company defaults on the J.J. Astor loan and the lender converts the debt to stock.
• Why it matters: This is a contingency plan. It ensures that if the worst happens (a default), the company can comply with its contractual obligations without another shareholder vote, preventing potential legal and financial penalties.

📈 Proposal 6: Approve a Big Share Pool for Future Funding (The "Nasdaq 20% Proposal")

• What: Approve the potential issuance of up to 100,000,000 shares (or securities that become shares) in future private financing rounds.
• Why it matters: This gives the company flexibility to raise money quickly later without needing another shareholder vote each time. It's about preserving future options for capital to fund operations and growth.

🎁 Proposal 7: Increase the Employee Stock Pool

• What: Increase the number of shares reserved for the company's employee stock incentive plan to 19,959,853 shares.
• Why it matters: The company says this is key to attracting and retaining talent by offering stock options. More shares in the pool mean more potential dilution for existing shareholders, but it's framed as a necessary tool for growth.

⚖️ The Big Picture: Strengths & Risks

👍 Strengths (What the Board Emphasizes)

• Active Governance: The board is addressing key issues head-on: debt, stock price compliance, and future capital.
• Clear Path Forward: Proposals 3, 4, and 5 are presented as a necessary package to solve immediate financial and listing challenges.
• Talent Focus: The incentive plan amendment shows a commitment to aligning employee interests with shareholder success.

⚠️ Risks & Concerns (The Unspoken Subtext)

• Financial Pressure: The urgency to refinance debt and the need for shareholder-approved funding signal potential financial strain.
• Dilution Warning: Multiple proposals (3, 4, 5, 6, 7) could lead to significant dilution, meaning your ownership slice of the company gets smaller.
• Low Stock Price: The need for a reverse split highlights that the market currently values the company's shares very low, which is a red flag about performance or confidence.
• Complex Financing: The deals involve multiple potential sources and complex terms, which can be difficult to evaluate.

🔮 What's Next & Key Dates

1. April 30, 2026: Annual Meeting. Vote before or during the event.
2. August 4, 2026: Deadline for the company to regain Nasdaq compliance with its stock price (likely via the reverse split if approved).
3. Ongoing: If proposals pass, the board will decide on the exact reverse split ratio and finalize the new financing deals to address the J.J. Astor loan.

🧠 The Analogy

CID Holdco is like a homeowner who is behind on their mortgage (the J.J. Astor loan) and whose property appraisal (stock price) has fallen too low to easily refinance at a bank (the public market). They are asking the family (shareholders) for permission to: 1) combine two small houses into one bigger-looking one (reverse split) to impress the bank, 2) sign a new, complicated loan deal with a private lender to pay off the old mortgage, and 3) give themselves the option to take on more partners (issue new shares) in the future if money gets tight again. It's a high-stakes plan to stay in the house.

🧩 Final Takeaway

This is a critical vote for CID Holdco's survival as a Nasdaq-listed company. The proposals are interconnected, aiming to solve an immediate debt problem and avoid delisting, but they come with the significant risk of diluting your ownership. Your vote directly influences whether the company can execute this financial rescue plan.