UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________

SCHEDULE 14A
(Rule 14a-101)

________________________________

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

CID HoldCo, Inc.

_____________________________________________________________________________________________________________________________

(Name of Registrant as Specified in its Charter)

_____________________________________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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April 17, 2026

Dear Stockholders of CID Holdco, Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders (“Annual Meeting”) of CID HoldCo, Inc. (the “Company”) to be held on May 12, 2026, at 11:00 a.m. Pacific Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live video webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the Annual Meeting by visiting https://www.cstproxy.com/cidholdco/2026.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting.

The Board of Directors of the Company (the “Board”) urges you to read the accompanying Proxy Statement and you will be asked to consider the following proposals:

• To elect one Class I director nominee, Phyllis Newhouse, to serve until her term expires or until her successor is duly elected and qualified, as described herein;

• To ratify the appointment of Carr, Riggs & Ingram, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

• To approve an amendment to our Amended and Restated Certificate of Incorporation to authorize the Board to effect one or more reverse stock splits of our common stock, par value $0.0001 per share (the “Common Stock”) by a ratio of not less than one-for-ten (1:10) and not more than one-for-twenty-five (1:25) of the Common Stock (the “Reverse Stock Split”), with the exact ratio to be set within this range by the Board in its sole discretion, and with the number of Reverse Stock Splits, if any, to be determined by the Board in its sole discretion;

• To approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of shares of Common Stock and warrants to purchase shares of Common Stock in connection with the following potential financing transactions:

• Proposal A: Financing documents between the Company and one or more potential financing sources (“Financing Source A”), including a common stock purchase agreement establishing an equity line of credit, a note purchase agreement and related senior secured convertible promissory note, and a common stock purchase warrant, in order to, among other things, make scheduled monthly payments under that certain Loan Agreement, dated December 4, 2025, between the Company and J.J. Astor & Co. (the “J.J. Astor Loan”) and terminate that certain Share Purchase Agreement (the “Original ELOC”) with New Circle Principal Investments LLC, a Delaware limited liability company (“New Circle”), in an amount that may exceed 20% of the Company’s Common Stock currently outstanding;

• Proposal B: Financing documents between the Company and one or more financing sources (“Financing Source B”), including a common stock purchase agreement establishing an equity line of credit, a preferred stock purchase agreement, and a common stock purchase warrant, in order to, among other things, entirely pay off the J.J. Astor Loan and terminate the Original ELOC, in an amount that may exceed 20% of the Company’s Common Stock currently outstanding.

• To approve, for purposes of complying with Nasdaq Listing Rule 5635(b) and 5635(d), solely if the Company defaults on the J.J. Astor Loan, the issuance of shares of Common Stock upon conversion of the remaining balance of the senior convertible note issued by the Company pursuant to the terms of the J.J. Astor Loan, without giving effect to the exchange cap in such convertible note;

• To approve, for purposes of complying with Nasdaq Listing Rule 5635(b) and 5635(d), the potential issuance of up to 100,000,000 shares of Common Stock (or securities convertible into or exercisable for Common Stock) in one or more non-public financing transactions, in an amount that may exceed 20% or more of the Company’s Common Stock outstanding before the execution of such transactions; and

• To approve an amendment to the Company’s Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder to 19,959,853 shares.

Your vote is important to us. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote your shares. Accordingly, we request that as soon as possible, you vote via the Internet or, if you have received printed proxy materials, you vote by telephone or by mailing your completed proxy card or voting instruction form.

If you have any questions, or need any assistance in voting your shares, please contact a Company representative at (262) 357-2918 or by email at ir@daic.ai.

WE ARE GRATEFUL FOR YOUR CONTINUED SUPPORT AND WILL WORK EVERYDAY TO TAKE FULL ADVANTAGE OF ALL OPPORTUNITIES TO ENHANCE LONG-TERM VALUE.

Thank you for your interest and investment in CID HoldCo, Inc.

Sincerely,
Edmund Nabrotzky
Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 17, 2026

The Annual Meeting of Stockholders (the “Annual Meeting”) of CID HoldCo, Inc. (“CID” or the “Company”) will be held on May 12, 2026, at 11:00 a.m. Pacific Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live video webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the Annual Meeting by visiting https://www.cstproxy.com/cidholdco/2026.

The Annual Meeting will take place for the following purposes:

1. To elect one Class I director nominee, Phyllis Newhouse, to serve until her term expires or until her successor is duly elected and qualified, as described herein;

2. To ratify the appointment of Carr, Riggs & Ingram, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3. To approve an amendment to our Amended and Restated Certificate of Incorporation to authorize the Board to effect one or more reverse stock splits of our common stock, par value $0.0001 per share (the “Common Stock”) by a ratio of not less than one-for-ten (1:10) and not more than one-for-twenty-five (1:25) of the Common Stock (the “Reverse Stock Split”), with the exact ratio to be set within this range by the Board in its sole discretion, and with the number of Reverse Stock Splits, if any, to be determined by the Board in its sole discretion;

4. To approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of shares of Common Stock and warrants to purchase shares of Common Stock in connection with the following potential financing transactions:

• Proposal B: Financing documents between the Company and one or more potential financing sources (“Financing Source B”), including a common stock purchase agreement establishing an equity line of credit, a preferred stock purchase agreement, and a common stock purchase warrant, in order to, among other things, entirely pay off the J.J. Astor Loan and terminate the Original ELOC, in an amount that may exceed 20% of the Company’s Common Stock currently outstanding.

5. To approve, for purposes of complying with Nasdaq Listing Rule 5635(b) and 5635(d), solely if the Company defaults on the J.J. Astor Loan, the issuance of shares of Common Stock upon conversion of the remaining balance of the senior convertible note issued by the Company pursuant to the terms of the J.J. Astor Loan, without giving effect to the exchange cap in such convertible note;

6. To approve, for purposes of complying with Nasdaq Listing Rule 5635(b) and 5635(d), the potential issuance of up to 100,000,000 shares of Common Stock (or securities convertible into or exercisable for Common Stock) in one or more non-public financing transactions, in an amount that may exceed 20% or more of the Company’s Common Stock outstanding before the execution of such transactions; and

7. To approve an amendment to the Company’s Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder to 19,959,853 shares.

These items of business are more fully described in the accompanying Proxy Statement. Only stockholders of record at the close of business on March 23, 2026, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements.

We are using the “Full Set Delivery” method of providing proxy materials to our stockholders. As such, on or about April 21, 2026, we will mail to our stockholders of record our Proxy Statement and proxy card, as well as provide access to the proxy materials at https://www.cstproxy.com/cidholdco/2026.

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to submit your proxy as soon as possible. For specific instructions, please refer to your Notice or to the question on page 6 of the accompanying Proxy Statement entitled “How do I vote?”

By order of the Board of Directors,
Edmund Nabrotzky
Chief Executive Officer

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TABLE OF CONTENTS

		Page
PROXY STATEMENT		1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		13
PROPOSAL 1 ELECTION OF DIRECTORS		21
DIRECTOR COMPENSATION		25
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		26
AUDIT COMMITTEE REPORT		28
PROPOSAL 3 APPROVAL OF THE REVERSE SPLIT PROPOSAL		29
PROPOSAL 4 APPROVAL OF THE NASDAQ SERVICE PROPOSAL		35
PROPOSAL 5 APPROVAL OF THE NASDAQ CONVERSION PROPOSAL		44
PROPOSAL 6 APPROVAL OF THE NASDAQ 20% PROPOSAL		47
PROPOSAL 7 APPROVAL OF THE INCENTIVE PLAN AMENDMENT PROPOSAL		49
CERTAIN BENEFICIAL OWNERSHIP MATTERS		60
EXECUTIVE COMPENSATION		62
TRANSACTIONS WITH RELATED PERSONS		67
DELINQUENT SECTION 16(A) REPORTS		69
OTHER INFORMATION		70

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CID HOLDCO, INC.

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 11:00 A.M. PACIFIC TIME ON MAY 12, 2026

CID’s 2026 Annual Meeting of Stockholders (“Annual Meeting”) will be held via a live audio webcast on May 12, 2026, at 11:00 a.m. Pacific Time. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement (this “Proxy Statement”) if you are a stockholder as of the close of business on March 23, 2026, the record date for the Annual Meeting (the “Record Date”) or hold a valid proxy for the Annual Meeting. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy.

The proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report,” and, together with this Proxy Statement, the “Proxy Materials”), are being mailed and distributed to the stockholders on or about April 21, 2026.

CID Holdco, Inc. (the “Company”, or “CID Holdco”, or “CID”), formerly known as SEE ID Inc., dba Dot AI (the “Legacy Company” or “SEE ID”), was incorporated in Delaware with its headquarters in Las Vegas, Nevada. The Company helps businesses transform their operations by optimizing safety, security and efficiency of operations through in-process tracking of resources. Through the Company’s extensive research and development initiatives, the Company’s main focus includes areas such as Industrial IoT, Indoor & Outdoor tracking with seamless transitions, Passive RFID (including Bluetooth and 5G), in-process locating system, Dolly Management, and related supported software applications.

The Company is the developer of an asset tracking platform intended to push the limits of near real-time precision-based location technology. The Company’s platform leverages the technologies including the patented passive and active RFID tracking solutions, low power edge camera platforms utilizing artificial intelligence, enabling users to give accuracy to all mapping technologies in areas that are troublesome. Through its technological solutions, the Company serves multiple industries including construction, military, mining, retail, warehousing and manufacturing.

The Company is headquartered in Las Vegas, NV with our management and administrative staff located in Bethesda, MD for East Coast customer engagements and government lobbying activity. We also manufacture hardware in Puerto Rico through our wholly owned subsidiary Dot Works. Our embedded development team and Design for Manufacturing (“DFM”) capability is built around our CTO in Worcester, MA and our core software team is in Bangalore, India.

Throughout this Proxy Statement, unless otherwise noted or otherwise suggested by context, the “Company”, “we”, “us”, “our” refers to SEE ID and Dot Works, as applicable, prior to the consummation of the Business Combination (as defined below), and CID Holdco, SEE ID, and Dot Works, collectively, after the consummation of the Business Combination.

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

The information provided below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully before casting your vote. Information contained on, or that can be accessed through our website is not intended to be incorporated by reference into this Proxy Statement, and references to our website addressed in this Proxy Statement are inactive textual references only.

Why am I receiving these materials?

Our Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting, including any adjournments or postponements thereof. Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 29,293,322 shares of common stock of CID, par value $0.0001 per share (the “Common Stock”) outstanding and entitled to vote. As a stockholder of record of our Common Stock at the close of business on the Record Date, you are invited to attend the Annual Meeting and are entitled to and requested to vote on the items of business described in this Proxy Statement.

This Proxy Statement, along with the accompanying notice, summarizes the purposes of the Annual Meeting and the information you need to know to vote on the proposals described in this Proxy Statement.

How can I electronically access the Proxy Materials?

On or about April 21, 2026, you can access the Proxy Materials online at https://www.cstproxy.com/cidholdco/2026. The Proxy Materials are also available on our own website at https://ir.daic.ai/ (information at or connected to our website is not and should not be considered part of this Proxy Statement).

What information is contained in this Proxy Statement?

This Proxy Statement includes information about the nominees for directors and other matters to be voted on at our Annual Meeting. It also explains the voting process and requirements; describes the compensation of our principal executive officer and the next two most highly compensated executive officers; describes the compensation of our directors; and provides certain other information that the SEC rules require.

How do I attend and participate in the Annual Meeting online?

We will be hosting the meeting via live webcast only. Only registered stockholders (holders of record) and other persons holding a valid legal proxy and a control number may attend the meeting live online at https://www.cstproxy.com/cidholdco/2026. The webcast will start at 11:00 a.m. Pacific Time. Stockholders may vote and submit questions while attending the meeting online. We encourage you to access the meeting prior to the start time. The webcast will open 15 minutes before the start of the meeting. In order to enter the meeting, you will need the control number. The control number will be included in the Notice and on your proxy card if you are a stockholder of record of shares of Common Stock. Beneficial owners who hold shares in “street name” and do not obtain a legal proxy may listen to the Annual Meeting by telephone by dialing 1 800-450-7155 (within the U.S. and Canada; toll-free) or +1 857-999-9155 (outside the U.S. and Canada; standard rates apply) and entering conference ID: 2545698# (listen-only). A beneficial owner who wishes to attend and vote through the meeting website must obtain a legal proxy from such beneficial owner’s broker, bank or other agent and deliver such legal proxy to Continental at least 72 hours prior to the meeting date, after which Continental will issue a control number that will also provide voting access. Instructions on how to attend and participate online are available at https://www.cstproxy.com/cidholdco/2026. The webcast will be recorded and available for replay for at least 30 days following the Annual Meeting on our investor relations website at https://ir.daic.ai/.

How many shares are eligible to be voted and how many shares are required to hold the Annual Meeting?

A quorum is required to hold the Annual Meeting and conduct business. The presence at the Annual Meeting, virtually or by proxy, of stockholders representing a majority of the voting power of all the outstanding shares of stock entitled to vote at the Annual Meeting as of the close of business on the Record Date, will constitute a quorum for purposes of holding and conducting business at the Annual Meeting. As of the Record Date, we had 29,293,322 shares of our Common Stock outstanding, each entitled to one vote at the Annual Meeting, meaning that 14,646,662 shares of Common Stock must be represented virtually or by proxy to have a quorum. Our Common Stock is our only outstanding class of voting securities. For purposes of determining whether a quorum exists, broker non-votes and proxies received but marked “ABSTAIN” will be counted.

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What matters am I voting on?

There are seven matters scheduled for a vote. The following table sets forth a description of each of the proposals you are being asked to vote on, how you may vote on each proposal, and how our Board recommends that you vote on each proposal.

Proposal	How May I Vote?	How Does our Board Recommend That I Vote?
Proposal No. 1: To elect one Class I director nominee, Phyllis Newhouse, to serve until her term expires or until her successor is duly elected and qualified, as described herein.	You may either vote FOR or AGAINST with respect to the election of each nominee.	Our Board recommends a vote FOR each of the Class I director nominees.
Proposal No. 2: To ratify the appointment of Carr, Riggs & Ingram, LLC (“CRI”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026.	You may vote FOR or AGAINST or you may ABSTAIN from voting.	Our Board recommends a vote FOR the ratification of the appointment of Carr, Riggs & Ingram, LLC as our independent registered accounting firm for the fiscal year ending December 31, 2026.
Proposal No. 3: To approve an amendment to our Amended and Restated Certificate of Incorporation to authorize the Board to effect one or more reverse stock splits of our Common Stock by a ratio of not less than one-for-ten (1:10) and not more than one-for-twenty-five (1:25) of the Common Stock (the “Reverse Stock Split”), with the exact ratio to be set within this range by our Board in its sole discretion, with the number of Reverse Stock Splits, if any, and the exact ratio of each Reverse Stock Split to be determined at the discretion of the Board in its sole discretion (the “Reverse Split Proposal”).	You may vote FOR or AGAINST or you may ABSTAIN from voting.	Our Board recommends a vote FOR the Reverse Split Proposal.
Proposal No. 4: To approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of shares of Common Stock and warrants to purchase shares of Common Stock in connection with certain financing transactions between one of two or more potential financing sources, in order to, among other things, either make scheduled monthly payments under or entirely pay off that certain Loan Agreement, dated December 4, 2025, between the Company and J.J. Astor & Co. (the “J.J. Astor Loan”) and terminate that certain Share Purchase Agreement (the “Original ELOC”) with New Circle Principal Investments LLC, a Delaware limited liability company (“New Circle”), in an amount that may exceed 20% of the Company’s Common Stock currently outstanding (the “Nasdaq Service Proposal”).	You may vote FOR or AGAINST or you may ABSTAIN from voting.	Our Board recommends a vote FOR the Nasdaq Service Proposal.

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Proposal	How May I Vote?	How Does our Board Recommend That I Vote?
Proposal No. 5: To approve, for purposes of complying with Nasdaq Listing Rule 5635(b) and 5635(d), solely if the Company defaults on the J.J. Astor Loan, the issuance of shares of the Company’s common stock upon conversion of the remaining balance of the senior convertible note issued by the Company pursuant to the terms of the J.J. Astor Loan, without giving effect to the exchange cap in such convertible note (the “Nasdaq Conversion Proposal”).	You may vote FOR or AGAINST or you may ABSTAIN from voting.	Our Board recommends a vote FOR the Nasdaq Conversion Proposal.
Proposal No. 6: To approve, for purposes of complying with Nasdaq Listing Rule 5635(b) and 5635(d), the potential issuance of up to 100,000,000 shares of Common Stock (or securities convertible into or exercisable for Common Stock) in one or more non-public financing transactions, in an amount that may exceed 20% or more of the Company’s Common Stock outstanding before the execution of such transactions (the “Nasdaq 20% Proposal” and, together with the Nasdaq Service Proposal and the Nasdaq Conversion Proposal, the “Nasdaq Proposals”).	You may vote FOR or AGAINST or you may ABSTAIN from voting.	Our Board recommends a vote FOR the Nasdaq 20% Proposal.
Proposal No. 7: To approve an amendment to the Company’s Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder to 19,959,853 shares (the “Incentive Plan Amendment Proposal”).	You may vote FOR or AGAINST or you may ABSTAIN from voting.	Our Board recommends a vote FOR the Incentive Plan Amendment Proposal.

Why am I being asked to vote on each proposal?

Election of our Class I Director

Our Board of Directors is divided into three classes of directors, with each class serving a staggered three-year term. At each annual meeting, the term of one class of directors expires and stockholders are asked to elect directors to that class for a new three-year term. At this Annual Meeting, the term of our Class I directors is expiring, and one Class I director nominee, Phyllis Newhouse, is seeking re-election to serve until the annual meeting of stockholders to be held in 2029 and until her successor is duly elected and qualified. The election of directors is a routine, recurring matter that comes before stockholders at each annual meeting as part of the Company’s normal governance process.

Ratify the Appointment of CRI

The Board is submitting this appointment to stockholders for ratification as a matter of good corporate governance and because the Company values its stockholders’ views on the selection of its independent auditors. Although neither our bylaws nor other governing documents require stockholder ratification of this appointment, the ratification of the auditor is a routine governance matter.

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Approval of Reverse Split Proposal

On February 5, 2026, the Company received written notification from Nasdaq that the bid price of its Common Stock had failed to meet the $1.00 per share minimum bid price requirement for the required period. Under Nasdaq Rules, the Company has 180 calendar days — until August 4, 2026 — to regain compliance. The Board believes that effecting a reverse stock split may be the best available means of increasing the per-share price of the Common Stock above $1.00 per share in order to maintain the Company’s continued listing on The Nasdaq Global Select Market.

The Board also believes that the low per-share market price of the Common Stock impairs its marketability to institutional investors and other members of the investing public, and that continued listing on Nasdaq provides overall credibility to an investment in the Company’s stock. Approval of this proposal would not automatically cause a reverse stock split to occur; rather, it would grant the Board the authority to effect a reverse stock split if and when the Board determines that doing so is in the best interests of the Company and its stockholders.

Approval of Nasdaq Service Proposal

The Board is seeking this approval because the Company intends to enter into definitive financing arrangements with one of two or more potential financing sources, the proceeds from which will be used to either (i) make scheduled monthly payments under the Original Loan Agreement with J.J. Astor, or (ii) entirely pay off the Original Loan Agreement with J.J. Astor and terminate the Original ELOC with New Circle, many of the terms of which the Board has determined are unfavorable to the Company. Under Nasdaq Listing Rule 5635(d), stockholder approval is required before a company may issue, in a private offering, more than 20% of its outstanding Common Stock at a price below the applicable “Minimum Price.” Nasdaq Listing Rule 5635(b) separately requires stockholder approval for any issuance of securities that could result in a change of control.

The Board has determined that the potential financing transactions as outlined in the Nasdaq Service Proposal are in the best interests of the Company and its stockholders, and that their terms are fair, reasonable, and preferable to those of the existing financing arrangements. Without stockholder approval, the Company would be unable to issue shares to either potential financing source in an amount exceeding 19.99% of outstanding Common Stock, making it unlikely that it could raise sufficient capital to make scheduled monthly payments under or pay off the Original Loan Agreement with J.J. Astor and terminate the Original ELOC with New Circle.

Approval of Nasdaq Conversion Proposal

The Company entered into the Original Loan Agreement with J.J. Astor on December 4, 2025, pursuant to which the Company issued a Senior Secured Convertible Note in the original principal amount of $2,600,000. The securities issuance provisions of that note, in the event of a default, could result in the issuance of shares of Common Stock in excess of the 20% threshold under Nasdaq Listing Rules 5635(b) and 5635(d). Without stockholder approval, the Company may not issue shares of Common Stock pursuant to a conversion of the note in an amount exceeding 19.99% of the shares outstanding immediately prior to the execution of the Original Loan Agreement, and failure to satisfy the Company’s issuance obligations upon a default could adversely affect the Company’s ability to comply with its binding contractual commitments, potentially triggering additional adverse consequences under the loan documents and related registration rights agreement.

Approval of Nasdaq 20% Proposal

The Board is seeking this approval in order to preserve the Company’s ability to obtain additional financing through non-public transactions without the delays and expense associated with a public offering. The Company plans to use any proceeds from transactions entered into under this authorization to pay off the Financing Source A convertible note and for working capital, repayment or refinancing of indebtedness, and funding of software development initiatives. If this proposal is not approved, the Company may be unable to obtain sufficient financing to fund its operations and implement its business strategy, and may be required to seek alternative sources of financing that may not be available or may not be available on commercially reasonable terms.

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Approval of Incentive Plan Amendment Proposal

The Board is seeking stockholder approval of this amendment because it believes the Company’s success depends, in large part, on its ability to attract, retain, and motivate key employees with experience and ability, and that an equity-based compensation program is central to achieving those objectives. The Board believes that equity compensation directly aligns the interests of employees and non-employee directors with those of stockholders, is inherently performance-based, and is consistent with the Company’s pay-for-performance compensation philosophy. The Board has determined that the proposed increase is judicious, sustainable, and critical to meeting the Company’s business goals.

How do I vote?

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares of Common Stock are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company (“Continental”), then you are a stockholder of record. As a stockholder of record, you may vote virtually during the Annual Meeting or vote by proxy through the Internet, over the telephone or using a proxy card that you may request. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend and vote during the Annual Meeting. In such case, your previously submitted proxy will be disregarded.

• To vote online during the Annual Meeting, follow the provided instructions to join the meeting at https://www.cstproxy.com/cidholdco/2026.

• To vote online before the Annual Meeting, go to https://www.cstproxy.com/cidholdco/2026. You will be asked to provide the company number and control number from the enclosed proxy cards. Your internet vote must be received by 11:59 PM Pacific Time, on May 11, 2026 to be counted.

• To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

• To vote through the internet, go to https://www.cstproxy.com/cidholdco/2026 to complete an electronic proxy card.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If, on the Record Date, your shares of Common Stock are held not in your name but rather in the name of your broker, bank or other agent, then you are the beneficial owner of shares held in “street name.” The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting.

As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. Beneficial owners who hold shares in “street name” may listen to the Annual Meeting by telephone as described under “How do I attend and participate in the Annual Meeting online?” and may access the meeting website only if they obtain a legal proxy and a control number as described therein.

If you are a beneficial owner, you should have received a Notice containing voting instructions from your brokerage firm, bank, dealer, or other similar organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. Beneficial owners may not vote through the meeting website unless they obtain a legal proxy and a control number as described under “How do I attend and participate in the Annual Meeting online?”

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If I am a stockholder of record and I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you return a signed and dated proxy card or otherwise vote without marking your voting selections, your shares will be voted as recommended by the Board. Specifically, your shares will be voted, as applicable, “FOR” the election of the nominees for Class I director, “FOR” the Reverse Split Proposal, “FOR” the Nasdaq Proposals, “FOR” the Incentive Plan Amendment Proposal, and “FOR” the ratification of selection by the Audit Committee of the Board of CRI as independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026. If any other matter is properly presented at the Annual Meeting, including a proposal to postpone or adjourn the meeting, your proxy will vote your shares in accordance with his or her discretion. At present, the Board knows of no other business that is intended to be brought before or acted upon at the Annual Meeting.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote during the Annual Meeting, or through the Internet, by telephone or by completing your proxy card before the Annual Meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted either because (i) the broker did not receive voting instructions from the beneficial owner or (ii) the broker lacked discretionary authority to vote the shares. Abstentions represent a stockholder’s affirmative choice to decline to vote on a proposal and occur when shares present at the meeting are marked “ABSTAIN.” Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present.

A broker has discretionary authority to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. Absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters.

Proposal 1, the election of our Class I directors, is a non-routine matter, so your broker or nominee may not vote your shares on Proposal 1 without your instructions. Proposal 2, the ratification of the appointment of CRI as our independent registered public accounting firm for the fiscal year ending December 31, 2026, is a routine matter, so your broker or nominee may vote your shares on Proposal 2 even in the absence of your instruction. Proposals 3 – 7, the (i) Reverse Split Proposal, the (ii) Nasdaq Proposals, and (iii) the Incentive Plan Amendment Proposal, are all non-routine matters, so your broker or nominee may not vote your shares on Proposals 3 – 7 without your instructions. Please instruct your bank, broker, or other agent to ensure that your vote will be counted.

How can I participate and ask questions at the Annual Meeting?

We are committed to ensuring that our stockholders have the same opportunities to participate in the Annual Meeting as they would at an in-person meeting. To submit a question at the Annual Meeting, you will need your 16-digit control number that is printed on the Notice or proxy card that you received in the mail, or via email if you have elected to receive material electronically. You may log in 15 minutes before the start of the Annual Meeting and submit questions online. You will also be able to ask questions during the Annual Meeting. We encourage you to ask any question that is relevant to the business of the Annual Meeting. Appropriate questions asked during the Annual Meeting will be read and addressed during the Annual Meeting, as time permits. Questions and answers may be grouped by topic, and we will group substantially similar questions together and answer them once. Questions regarding personal matters or general economic or political questions that are not directly related to the business of the Company are not pertinent to Annual Meeting matters and, therefore, will not be answered. If there are matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, we encourage stockholders to contact us separately after the Annual Meeting.

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

Table of Contents

How many votes are required to approve each proposal?

The table below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted.

Proposal	Votes Required	Impact of “Withhold” or “Abstain” Votes	Broker Discretionary Voting Allowed
Proposal No. 1: Elect the Class I director to hold office until the 2029 annual meeting of stockholders.	The plurality of the votes of shares of the voting power present or represented by proxy. This means that the nominees receiving the highest number of affirmative “FOR” votes will be elected.	None(1)	No(5)
Proposal No. 2: Ratification of Carr, Riggs & Ingram, LLC as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026.	The affirmative vote of the holders of a majority of shares of the voting power present or represented by proxy.	Will count as a vote “against”(3)	Yes(4)
Proposal No. 3: The Reverse Split Proposal.	The affirmative vote of a majority of the votes cast by the holders entitled to vote thereon. This means that the Reverse Split Proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal.	None(5)	No(2)
Proposal No. 4: The Nasdaq Service Proposal.	The affirmative vote of the holders of a majority of shares of the voting power present or represented by proxy.	None	No(2)
Proposal No. 5: The Nasdaq Conversion Proposal.	The affirmative vote of the holders of a majority of shares of the voting power present or represented by proxy.	None	No(2)
Proposal No. 6: The Nasdaq 20% Proposal.	The affirmative vote of the holders of a majority of shares of the voting power present or represented by proxy.	None	No(2)
Proposal No. 7: The Incentive Plan Amendment Proposal.	The affirmative vote of the holders of a majority of shares of the voting power present or represented by proxy.

SEC Form DEF 14A filed by CID HoldCo Inc.