SEC Comment Letter 0000000000-25-000337 to CID Holdco, Inc. (DAIC)
CID Holdco, Inc.
Date: Jan. 13, 2025 · CIK: 0002033770 · Accession: 0000000000-25-000337
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282600
Letter
January 13, 2025 Phyllis Newhouse President CID Holdco, Inc. 7500 Old Georgetown Road, Suite 901 Bethesda, Maryland 20814 Edmund Nabrotzky Chief Executive Officer SEE ID, Inc. 7500 Old Georgetown Road, Suite 901 Bethesda, Maryland 20814 Re:CID Holdco, Inc. Amendment No. 5 to Registration Statement on Form S-4 Filed January 8, 2025 File No. 333-282600 Dear Phyllis Newhouse and Edmund Nabrotzky: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 7, 2025 letter.
January 13, 2025 Page 2 Amendment No. 5 to Registration Statement on S-4 Unaudited Pro Forma Condensed Combined Financial Information Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2024, page 1.We note your revisions in response to prior comment 2. Please revise the common stock line-item pro forma amounts to report one amount that is the sum of the historic amount and all of the adjustments. In addition, correct adjustment N under scenario 2. Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202- 551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Gerry Williams Krisanne Cunningham
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January 13, 2025
Phyllis Newhouse
President
CID Holdco, Inc.
7500 Old Georgetown Road, Suite 901
Bethesda, Maryland 20814
Edmund Nabrotzky
Chief Executive Officer
SEE ID, Inc.
7500 Old Georgetown Road, Suite 901
Bethesda, Maryland 20814
Re:CID Holdco, Inc.
Amendment No. 5 to Registration Statement on Form S-4
Filed January 8, 2025
File No. 333-282600
Dear Phyllis Newhouse and Edmund Nabrotzky:
We have reviewed your amended registration statement and have the following
comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 7, 2025 letter.
January 13, 2025
Page 2
Amendment No. 5 to Registration Statement on S-4
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2024, page
142
1.We note your revisions in response to prior comment 2. Please revise the common
stock line-item pro forma amounts to report one amount that is the sum of the historic
amount and all of the adjustments. In addition, correct adjustment N under scenario 2.
Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Gerry Williams
Krisanne Cunningham