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CID Holdco, Inc.

7500 Old Georgetown Road

Suite 901

Bethesda, Maryland 20814

SEE ID, Inc.

7500 Old Georgetown Road

Suite 901

Bethesda, Maryland 20814

October 11, 2024

VIA OVERNIGHT COURIER AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

 Attention:  Anastasia Kaluzienski Robert Littlepage

Mariam Mansaray

Jan Woo

 Re: CID Holdco, Inc.

Draft Registration Statement on Form
S-4

Submitted August 15, 2024

CIK No. 0002033770

Ladies and Gentlemen:

This letter is submitted in response to the comments
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) as
set forth in the Staff’s comment letter dated September 11, 2024 (the “Comment Letter”), in respect of CID Holdco,
Inc.’s (“we”, “us”, “our” or the “Registrant”) Draft
Registration Statement on Form S-4, submitted to the Commission on August 15, 2024 (the “Draft Registration Statement”).

The responses to the Comment Letter are set forth
below, with each paragraph numbered to correspond to the comment number set forth in the Comment Letter. For your convenience, the comments
have been reproduced below, together with our responses.

In addition, the Registrant has revised the Draft
Registration Statement in response to the Staff’s comments and is publicly filing an amendment to the Draft Registration Statement
(the “Amendment”) concurrently with this letter, which reflects the revisions and clarifies certain other information.
The page numbers in the text of the Registrant’s responses correspond to the page numbers in the Amendment. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in the Amendment.

Draft Registration Statement on Form
S-4

Cover Page

 1. Staff’s comment: Please revise your disclosure to include all material financing transactions that have occurred
since the initial public offering of the special purpose acquisition company or will occur in connection with the consummation of the
de-SPAC transaction. Refer to Item 1604(a)(2) of Regulation S-K.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on the cover page of the Amendment.

 2. Staff’s comment: We note references to a PIPE Investment throughout the filing including a discussion of negotiations
involving a non-binding letter of intent involving a PIPE investment of up to $25 million dollars at a purchase price of $10 per share.
Disclosure elsewhere seems to indicate you have not entered into any PIPE Investment agreements. Please provide clear, consistent disclosure
throughout the prospectus. As applicable, please revise your cover page and summary to provide the disclosure required by Item 1604(a)(2)
and (b)(5) of Regulation S-K.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 113 of the Amendment.

Summary of the Proxy Statement/Prospectus,
page 1

 3. Staff’s comment: Please revise to disclose that the SPAC must complete its initial business combination within
forty-six (46) months from the closing of the IPO. See Item 1604(b)(1) of Regulation S-K. Please ensure all the material terms of the
de-SPAC transaction are disclosed in the prospectus summary.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 1 and 30 of the Amendment.

 4. Staff’s comment: You state that if SUAC does not consummate the Business Combination and fails to complete an
initial business combination by November 19, 2024, SUAC will be required to dissolve and liquidate, unless SUAC receives stockholder approval
to amend the Existing SUAC Charter to extend the date by which the Business Combination may be consummated. Please disclose whether shareholders
may redeem their shares in connection with any proposal to extend the time period to complete a business combination. Refer to 1604(b)(6)
of Regulation S-K.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page xiv of the Amendment.

 5. Staff’s comment: Please revise the prospectus summary to include conflicts of interest disclosure as required
by Item 1604(b)(3) of Regulation S-K.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 7, 19 and 117 of the Amendment.

    2

 6. Staff’s comment: Please revise the prospectus summary to include, in tabular format, the terms and amount
of the compensation received or to be received by the SPAC sponsor, its affiliates, and promoters in connection with the de-SPAC transaction
or any related financing transaction, the amount of securities issued or to be issued by the SPAC to the SPAC sponsor, its affiliates,
and promoters and the price paid or to be paid for such securities in connection with the de-SPAC transaction or any related financing
transaction; and, outside of the table, the extent to which that compensation and securities issuance has resulted or may result in a
material dilution of the equity interests of non-redeeming shareholders of the special purpose acquisition company. Refer to Item 1604(b)(4)
of Regulation S-K.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 6 of the Amendment.

 7. Staff’s comment: We note your disclosure that the ShoulderUp Merger, taken together with the SEE ID Merger, is
intended to qualify as a tax-deferred exchange for U.S. federal income tax purposes under Section 351 of the Code. Please revise your
disclosure to provide counsel’s firm opinion for each material tax consequence or explain why such opinion cannot be given. Please also
clearly disclose whether this is the opinion of tax counsel and identify counsel. If the opinion is subject to uncertainty, please provide
disclosure that reflects the degree of uncertainty (e.g., “should” or “more likely than not”) and explain the facts
or circumstances giving rise to the uncertainty, and provide disclosure of the possible alternative tax consequences including risk factor
and/or other appropriate disclosure setting forth the risks of uncertain tax treatment to investors. For guidance, refer to Staff Legal
Bulletin No. 19, Sections III.C.1 and 4.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 223 of the Amendment.

 8. Staff’s comment: Please provide the required dilution disclosure in tabular format. Refer to Item 1604(c) of Regulation
S-K.

Response:
The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and 8 and 9 of
the Amendment.

Selected Historical Consolidated
Financial Information of SEE ID, page 14

 9. Staff’s comment: Please add cash flow information for SEE ID Inc. for the years ended December 31, 2023 and 2022.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 15 of the Amendment.

“While we intend to seek stockholder approval of the Business
Combination, SUAC’s Sponsor has agreed to vote in favor...”, page 17

 10. Staff’s comment: We note your risk factor indicating that as of the record date, the Sponsor owned 11,800,000
shares of SUAC Common Stock, representing approximately 93.21% of the issued and outstanding SUAC Common Stock. We also note that following
the post business combination the Sponsor will own 93.21% of CID Holdco. Please tell us whether you will be deemed to be a “controlled
company” under the Nasdaq listing rules. If so, please additionally disclose on the prospectus cover, the summary and elsewhere
(i) the percent voting power that the controlling stockholder will hold after completion of the offering; (ii) the corporate governance
exemptions that will be available to you; and (iii) whether you intend to take advantage of these exemptions.

Response: The Registrant respectfully acknowledges
the Staff’s comment and respectfully advises the Staff that while the Sponsor currently owns 93.21% of the issued and outstanding
common stock of SUAC, the Sponsor is expected to own less than 50% of the outstanding shares of the Registrant immediately after the completion
of the Business Combination. Accordingly, the Registrant will not be a “controlled company” under the applicable Nasdaq listing
rules and does not intend to take advantage of the controlled company exemptions under the Nasdaq rules.

    3

Risk Factors

We may be unable to obtain additional financing to complete our
initial Business Combination or to fund the operations..., page 17

 11. Staff’s comment: We note the closing condition that SUAC or Holdings, as applicable, must close simultaneously
with the closing a line of credit on customary terms of no less than $50,000,000 and no greater than $100,000,000. Please expand your
risk factor to disclose, if true, that if the SPAC is unable to consummate the transaction financing and/or equity line of credit, the
SPAC may lack funds to consummate the business combination and the Business Combination may not occur.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 21 of the Amendment.

Our dependence on a limited number of joint design manufacturers
and suppliers of manufacturing services..., page 51

 12. Staff’s comment: You state that you have in the past experienced component shortages. Please discuss whether the
component shortages had a material impact on the company. In addition, discuss the material terms of your agreements with your suppliers
and manufacturers, including the “key supplier in Israel” and the “single joint design manufacturer.”

Response: The Registrant
respectfully acknowledges the Staff’s comment and respectfully advises the Staff that while SEE ID has not experienced component
shortages to date, given that SEE ID is not manufacturing directly or indirectly at scale yet, component shortages are always a risk in
manufacturing electronics. The long lead times SEE ID has experienced from suppliers for off-the-shelf hardware to date were a significant
factor in making the decision to move towards manufacturing its own hardware. However, SEE ID could experience component shortages in
the future.

SEE ID’s DotCloud software, which
includes its AI engine and the material workflows its customers rely on, gathers data through 6 fundamental technologies:

 1) Manual operator entry

 2) Barcode Scanning

 3) Traditional Passive RFID

    4

 4) Visions Systems

 5) Active (powered) RF Beacons and Sensors

 6) Next Generation Passive RF data collection

Only one of those data sources, Next Generation
Passive RF, relies on a key, sole source supplier in Israel. SEE ID believes this supplier is the best global source for chips that harvest
RF energy and beacons. While SEE ID can buy inlays that incorporate this chip from four different suppliers, SEE ID understands that these
suppliers’ source from the same single source in Israel. In the event that SEE ID’s supply of this chip is interrupted, SEE
ID’s solutions will still be able to rely on the 5 other methods of data collection, which would allow us to continue our services.

SEE ID has no supply agreement and conducts
procurement by purchase order as needed. Accordingly, the Registrant has revised the disclosure on page 52 of the Amendment to remove
the reference to a single joint design manufacturer.

Management of Holdings Following
the Business Combination, page 85

 13. Staff’s comment: Please disclose the business experience of Holly Grey and Dr. David Carlson who are identified
as directors after the business combination. See Item 401 of Regulation S-K.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 195 of the Amendment.

The Business Combination Agreement,
page 96

 14. Staff’s comment: We note your disclosure indicating that on November 27, 2023, SUAC and SEE ID executed a letter
of intent (LOI). Please file the LOI and any amendments as exhibits pursuant to Item 601(b)(10) of Regulation S-K or tell us why you do
not believe you are required to file this agreement.

Response: The Registrant
respectfully acknowledges the Staff’s comment and respectfully advises the Staff that the LOI does not fall within the definition
of a material contract because the LOI is not a contract. As in the case of any non-binding letter of intent, at the time such letter
was executed by SUAC and SEE ID there was no definitive agreement, plan, arrangement, commitment or understanding, conditional or otherwise,
regarding any merger or business combination transaction between the parties. In addition, the non-binding letter of intent was superseded
by the Business Combination Agreement. As such, the non-binding letter of intent is not a material contract within the meaning of Item
601(b)(10) of Regulation S-K. The Registrant has also revised the disclosure on page 113 of the Amendment to clarify that the LOI was
superseded by the Business Combination Agreement.

    5

Certain Agreements Related to the
Business Combination

Registration Rights and Lock-Up Agreement,
page 109

 15. Staff’s comment: Please identify the “key stockholders of SEE ID” who are parties to the Registration
Rights and Lock-Up Agreement.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 110 of the Amendment.

Unaudited Pro Forma Condensed Combined
Financial Information

Unaudited Pro Forma Condensed Combined
Balance Sheet, page 141

 16. Staff’s comment: It is unclear why you describe in footnote D2 that scenario 2 assumes a 50% redemption while
you present adjustments referenced to D2 to additional paid-in capital, temporary equity, and common stock under the Scenario 2 column,
which assumes a maximum redemption.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 143 of the Amendment.

 17. Staff’s comment: Correct the footnote references to cash adjustments J and I under Scenario 2.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 142 of the Amendment.

 18. Staff’s comment: Note L to your Unaudited Pro Forma Condensed Combined Balance Sheet indicates waiver of the full
deferred underwriting fees of $11,200,000, however there is no disclosure related to a fee waiver arrangement. Please fully disclose the
details of the fee waiver arrangement in your business combination discussion and throughout the filing, as appropriate.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 111 and 163 of the Amendment.

 19. Staff’s comment: Disclose a single total pro forma amount in the line-item for Class A common stock, in the balance
sheet columns under the two redemption scenarios.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 143 of the Amendment.

 20. Staff’s comment: Give pro forma effect to any post-balance sheet issuances of SAFE agreements.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 144 of the Amendment.

    6

Information About SUAC, page 148

 21. Staff’s comment: Please revise to indicate whether the sponsors and management and affiliates have a track record
with SPACs and, if so, provide balanced disclosure about this record and the outcomes of the prior transactions.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 154 of the Amendment.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations of SUAC

Critical Accounting Estimates, page
160

 22. St