CID HoldCo Inc美股招股说明书(2026-04-21版)

CID HoldCo, Inc. Up to 28,045,177 shares of Common Stock(for resale)655,000 Warrants to Purchase shares of Common Stock(for resale)Up to 14,999,983 shares of Common Stock Issuable upon Exercise of the Warrants(for issuance) This prospectus relates to the offer and sale from time to time of our common stock, par value $0.0001 per share (the “CommonStock”), by the selling security holders identified in this prospectus (including their transferees, donees, pledgees and other successors-in-interest) (the “Selling Securityholders”) of: (1) up to 28,045,177 shares of Common Stock (the “Total Resale Shares”), including (i)11,522,565 shares of Common Stock which shares were originally issued to certain SEE ID Equityholders (as defined herein) inconnection with the consummation of the Business Combination as merger consideration at an equity consideration value of $10.00per share; (ii) up to 7,365,834 shares of Common Stock (the “Founder Shares”) issued in connection with the consummation of theBusiness Combination, originally issued in a private placement to ShoulderUp Technology Sponsor LLC, a Delaware limited liabilitycompany (“Sponsor”); (iii) up to 1,310,000 shares of Common Stock (the “Private Placement Shares”) originally issued in a privateplacement to the Sponsor as part of the private placement units (the “Private Placement Units”) at a price of $10.00 per PrivatePlacement Unit; (iv) up to 3,323,536 shares of Common Stock (the “PIPE Shares”) originally issued in a private placement to certaininvestors pursuant to the PIPE Subscription Agreements (as defined below) at price of $4.00 per share; (v) up to 3,868,242 New CircleShares issuable pursuant to the ELOC Agreement (as defined herein), comprised of (a) 0 shares issuable to New Circle (the“Commitment Shares”), as the commitment fee of $350,000 has been fully paid as of the date of this prospectus, and (b) 3,868,242shares of Common Stock (the “ELOC Shares” and together with the Commitment Shares, the “New Circle Shares”) that we may, inour sole discretion, elect to issue and sell to New Circle, from time to time after the date of this prospectus, as part of the TotalCommitment (as defined herein) pursuant to (and limited by the terms of) the ELOC Agreement; (vi) up to 655,000 shares of CommonStock that are issuable by us upon the exercise of the Private Placement Warrants (the “Private Placement Warrants”)) following thepublic resale of the Private Placement Warrants by the Selling Securityholders; and (2) up to 655,000 Private Placement Warrantsoriginally issued to the Sponsor as part of the Private Placement Units in a private placement at a price of $10.00 per PrivatePlacement Unit, currently exercisable at a price of $11.50 per share. In addition, this prospectus also relates to the issuance by us of up to 14,999,983 shares of Common Stock Common Stock issuableupon the exercise of 14,999,983 public warrants, originally issued by ShoulderUp Technology Acquisition Corp. (“SUAC”) as part ofits initial public offering (the “IPO”) of units at a price of $10.00 per unit, such units were comprised of one Class A common stock ofSUAC and one-half of one redeemable warrant, which are currently exercisable at a price of $11.50 per share of our Common Stock(the “Public Warrants” and together with the Private Placement Warrants, the “Warrants”). All of the Public Warrants were assumed byus in connection with the Business Combination (as defined below). We will not receive any proceeds from the sale of shares of our Common Stock or Warrants by the Selling Securityholders pursuant tothis prospectus, except with respect to amounts received by us upon exercise of the Public Warrants to the extent such Public Warrantsare exercised for cash, which amount of aggregate proceeds, assuming the exercise of all Public Warrants for cash, could be up toapproximately $172,499,805. We believe the likelihood that Public Warrant holders will exercise their Public Warrants, and thereforethe amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock (as defined below). Ifthe market price for our Common Stock is less than $11.50 per share, we believe the Public Warrant holders will be less likely toexercise their Warrants. We will pay the expenses, other than underwriting discounts and commissions and expenses incurred by theSelling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholdersin disposing of the securities, associated with the sale of securities pursuant to this prospectus. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue,offer or sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by thisprospectus in a number of different ways and at varying prices. Please see “Plan of Distribution” for more information. In addi