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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

November 5, 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.

Registration Statement
on Form S-4

Filed October
11, 2024

File No. 333-282600

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 October 30, 2024 (the “Comment Letter”), in respect of CID Holdco,
Inc.’s (“we”, “us”, “our” or the “Registrant”) Registration
Statement on Form S-4, filed with the Commission on October 11, 2024 (the “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 Registration
Statement in response to the Staff’s comments and is filing an amendment to the 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: Total pro forma common stock
    in the table on page xvi does not agree with that in tables elsewhere throughout the filing. Please revise as needed for consistency
    and accuracy.

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

Summary of the Proxy Statement/Prospectus,
page 1

    2.

    Staff’s comment: We note your response to
    prior comment 8. Please add the 25% redemption scenario as indicated in the paragraph preceding the table on the cover page and page
    8.

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

    3.

    Staff’s comment: Please disclose on the cover
    page and in the summary section the tier of the OTC market on which SUAC Class A Common Stock, SUAC Warrants and SUAC Units are
    quoted.

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

    4.

    Staff’s comment: We note your response to
    comment 2 and note your disclosure on page 113 that as of the date of this prospectus, no PIPE investment has been made. We also
    note your disclosure on page 3 that, “SUAC shall have cash and cash equivalents in an aggregate amount of not less than
    $6,000,000 including the cash available to SUAC from the Trust Account (after any redemptions by the SUAC stockholders and the
    payment of any Trust Account expenses) and the proceeds from the PIPE Financing, after deducting all Outstanding SUAC Expenses, all
    Outstanding SEE ID Expenses, and all Company Change of Control Payments...” Given that no PIPE investment has been made and
    these proceeds are not guaranteed, please revise this statement to note that the proceeds from the PIPE financing are not guaranteed
    as a PIPE investment has yet to be made.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 3 of the Amendment.

Risk Factors

“Our dependence on a limited number of joint design manufacturers
and suppliers of manufacturing services . . . page 52

    5.

    Staff’s comment: We note your response to comment
    12 where you state that SEE ID has not

    experienced component shortages to date. However, in your disclosure
    on page 52 of the Amended registration statement, you state, “We have in the past experienced and may in the future experience component
    shortages...” Please revise the disclosure to reconcile these inconsistencies.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 52 of the Amendment.

    2

The Business Combination Proposal, page 97

    6.

    Staff’s comment: We note your response to
    comment 14 where you state that at the time the 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 and that the LOI was superseded by the Business Combination Agreement. We also note your disclosure on page 113 that the
    LOI, among other things, contemplated a pre-money, fully diluted enterprise value ranging from $130 million and also provided for
    entry into lock-up agreements, a registration rights agreement, voting agreement and a new equity incentive plan. Please revise your
    disclosure to summarize the terms of the LOI including the initial valuation attributed to the transaction and any analyses that
    were utilized to determine such valuation. See Item 1605(a) of Regulation S-K.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 114 of the Amendment.

Unaudited Pro Forma Condensed Combined
Balance Sheet, page 142

    7.

    Staff’s comment: Please provide us with your
    detailed calculations to arrive at pro forma adjustment (N) for each scenario and revise, as appropriate, to provide additional
    disclosure that supports these calculations.

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

    8.

    Staff’s comment: We note your response to
    prior comment 18 and reissue in part. Please fully disclose the details of the fee waiver arrangement in your business combination
    discussion and throughout the filing as appropriate. Specifically, please disclose how the waiver was obtained and why Citigroup
    agreed to the waiver.

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

Unaudited Pro Forma Condensed Combined
Financial Information

Unaudited Pro Form Condensed Combined
Balance Sheet, page 148

    9.

    Staff’s comment: The pro forma balance sheet
    information should be limited to the latest balance sheet included in the filing. Please remove the pro forma balance sheet as of
    December 31,2023.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has removed the pro forma balance sheet as of December 31, 2023.

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

SUAC, page 162

    10.
    Staff’s comment: Please add disclosure for your results for the six months ended June 30, 2023.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 159 of the Amendment.

    3

    11.

    Staff’s comment: We note your response to
    prior comment 23, including the table on page 169 summarizing the state of development of each of your software products and service
    offerings. It is unclear what costs are included in “remaining estimated costs”. Please enhance your disclosures to
    clarify and discuss the various estimated costs required to achieve commercialization, such as software development, marketing,
    compliance, etc.

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

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

SEE ID, page 182

    12.

    Staff’s comment: Throughout the tables in
    your MD&A revise the Q2 2024 column heading to indicate that information is as of or for the six months ended June 30, 2024.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 177, 178, 184 and 185 of the Amendment.

    13.

    Staff’s comment: We note that on page 183 you
    disclose that your platform is due for release in the fourth quarter of 2024. In addition, on page 185 you disclose that your
    solution is used by businesses of varying sizes across a broad range of industries. To add context to these disclosures please
    revise to discuss (1) the relationship between the solution currently used by customers and the platform set for release in the
    fourth quarter of 2024 and (2) the number of revenue generating customers using your solution. Additionally, ensure your discussion
    of platform and solution release dates is

    consistent throughout the filing.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 176-177 of the Amendment.

    14.

    Staff’s comment: We note your expanded disclosure
on page 186, in response to prior comment 27. Please further expand your disclosure to address:

    ●    Discuss the most significant basis for your projections which you identify in your response letter as sales pipeline and contract
    backlog.

    ●    To ensure balanced disclosure discuss the net loss potential for the potential opportunity projects you referenced that are in the
    Contract Negotiation phase. For instance, discuss the nature and estimates of other costs, including cost of sales, that you expect
    to incur under the anticipated contracts.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 181-182 of the Amendment.

SEE ID, Inc.
Financial Statements

Software Development
Costs, page F-55

    15.

    Staff’s comment: We note in your response to
    prior comment 32 regarding post implementation operation stage, you said “SEE ID has not yet deployed its software, and the
    related projects are not yet substantially complete and ready for their intended use.” Please reconcile this statement with the
    disclosure of the current state of software development in the table on page 169 and clarify your disclosures accordingly.

Response: The Registrant respectfully acknowledges
the Staff’s comment and respectfully advises the Staff that the response to prior comment 32 that “SEE ID has not yet deployed its
software, and the related projects are not yet substantially complete and ready for their intended use” was intended to reference
the current development projects (Gen 2) referenced in the table on page 163 of the Amendment and not all software. Previous ones are
already closed.

    4

Note 7. Equity Incentive Plan, page
F-60

    16.

    Staff’s comment: We note in the table
    provided in response to prior comment 33, you revised in 2024 the exercise price of certain options. Tell us if you revised the fair
    value assigned to these options, how you determined the fair value, and reconcile this value to the value established in the
    Business Combination.

Response: The Registrant respectfully acknowledges
the Staff’s comment and respectfully advises the Staff that the change in exercise price for Vijayan Nambiar issued on 5/7/2022
was included in our stock comp cumulative catch-up adjustment recorded on 1/1/24. Management considered guidance of ASC 718-20-35-3 through
ASC 718-20-35-4 which requires awards with service conditions otherwise probable of vesting, to have modification accounting. However,
the incremental compensation cost was calculated using the Black-Scholes option pricing model and was determined to be immaterial. This
amount has been included in the $63,082 catch-up recorded on 1/1/24.

    Grant Date
    Call Option Value at Grant Date

    9/1/2021
    $ 0.0077

    10/1/2021
    $ 0.0087

    5/7/2022
    $ 0.0029

    9/1/2022
    $ 0.0022

    9/23/2022
    $ 0.0030

    1/1/2023
    $ 0.0024

    4/4/2023
    $ 0.0029

    5/30/2023
    $ 0.0030

    8/29/2023
    $ 0.0031

    11/21/2023
    $ 0.0004

    7/15/2024
    $ 0.5091

The value of the company in the BCA is $130,000,000 assuming
fully-diluted shares of 152,909,123 which results in an $0.85 per share value established for common stock in the Business Combination
agreement.

Prior to signing the Business Combination Agreement on March
18, 2024, we completed a 409A valuation utilizing Carta Valuations LLC on March 14, 2024 to take into account the terms of the Business
Combination Agreement which reflected a discount from the full BCA value to account for the possibility that the transaction doesn’t
close to arrive at $0.70 per share of common stock. We used this data point in our Black-Scholes option pricing model to obtain a Call
Option Fair Value of $0.51 which will be applied to stock options issued in 2024. As of June 30, 2024 there were no additional stock options
issued.

    17.

    Staff’s comment: We note in your response to prior
    comments 33 and 35 you concluded the errors were

    not quantitatively material. Noting that the errors had the effect
    of under reporting management compensation, with respect to each error please provide us a comprehensive materiality analysis prepared
    using the guidance is SAB Topic 1:M.1

Response: The Registrant respectfully acknowledges
the Staff’s comment and respectfully refers the Staff to the below analysis.

 1 NTD: SEE ID to confirm the response and nothing from the memo
should remain confidential.

    5

Error 1 – Omitted stock option awards

The discrepancy occurred due to using incomplete
information relating to stock options granted when preparing our financial statements with only the information available in our capital
management software. Additional records prepared and maintained by our legal staff were subsequently discovered during an internal audit
of the original grants and board records.

Management has implemented the following controls
to mitigate the risk that future stock options may be incomplete and incorrectly recorded and valued:

 a. All option issuances are reviewed and approved by the appropriate
and authorized individual.

 b. The outstanding share control log is updated.

 c. Valuation is independently reviewed and approved prior to
entry into the system.

 d. Updates to shareholder records are reviewed and approved by
appropriate and authorized individuals prior to posting to the general ledger.

 e. The number of shares issued is reconciled to share register
maintained by the Stock Transfer Agent.

Error 2 – Omitted Restricted Stock Awards
and fair value differences

Restricted stock awards (“RSAs”) totaling
16,537,500 shares of common stock were incorrectly accounted for due to the use of incorrect fair values of the Company’s common
stock on the date of grant and the following additional RSA’s identified after the issuance of the financial statements for the
year ended December 31, 2023:

 ● Robert Novotny (200,000 shares),

 ● Craig Slayter (100,000 shares),

 ● Douglas Distaso (100,000 shares), and

 ● Jerry Martinez (200,000 shares),

Additionally, the grant date for the 15,937,500
RSAs issued to Charlie Maddox was changed from the previously used grant date of December 8, 2020 to the correct grant date of January
4, 2021.

The fair value of the Company’s common stock
at the time the RSAs were granted were updated to reflect corrected valuations of the Company’s common stock value on the date of
RSA grants, which had a significant impact on the resulting stock-based compensation expense.

See qu