CID HoldCo Inc 2025年度报告

OR Commission file number: 001-42711 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file report pursuant to Section 13 of 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.☐ Large accelerated filerNon-accelerated filer ☐Accelerated filer☒Smaller reporting companyEmerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Based on paragraph (iv) of the smaller reporting company definition under Rule 12b-2, the aggregate market value of the commonstock of the registrant held by non-affiliates of the registrant as of March 10, 2026 was $ 7,171,964. The closing price of the commonstock on March 10, 2026 as reported on the Nasdaq Global market was $0.245 per share. The calculation excludes shares of theregistrant’s common stock held by current executive officers, directors and stockholders that the registrant has concluded are affiliatesof the registrant. This determination of affiliate status is not a determination for other purposes. The number of shares of the common stock of the registrant issued and outstanding as of March 6, 2026 was29,293,322 shares ofcommon stock. TABLE OF CONTENTS PAGEPART IItem 1.Business1Item 1A.Risk Factors15Item 1B.Unresolved Staff Comments52Item 1C.Cybersecurity53Item 2.Properties53Item 3.Legel Proceedings53Item 4.Mine Safety Disclosures53PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities54Item 6.[Reserved]54Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations54Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure68Item 9A.Controls and Procedures68Item 9B.Other Information69Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections69PART IIIItem 10.Directors, Executive Officers and Corporate Governance70Item 11.Executive Compensation78Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters84Item 13.Certain Relationships and Related Transactions and Director Independence85Item 14.Principal Accounting Fees and Services86PART IVItem 15.Exhibit and Financial Statement Schedules87Item 16.Form 10-K Summary88SIGNATURES89i References in this document to “the Company,” “we,” “us,” or “our” refer to CID HoldCo, Inc. and its subsidiaries, unless the contextspecifically indicates otherwise. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995, Section 27A of th