Correspondence 0001213900-25-003520 from CID Holdco, Inc. (DAIC)
CID Holdco, Inc.
Date: Jan. 14, 2025 · CIK: 0002033770 · Accession: 0001213900-25-003520
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282600
Referenced dates: January 13, 2025
Letter
CID Holdco, Inc.
7500 Old Georgetown Road
Suite 901
Bethesda, Maryland
SEE ID, Inc.
7500 Old Georgetown Road
Suite 901
Bethesda, Maryland
January 14, 2025
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.
Amendment No. 5 to the Registration Statement on Form S-4
Filed January 8, 2025
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 January 13, 2025 (the “Comment Letter”), in respect of CID Holdco, Inc and SEE ID, Inc.’s (together, “we”, “us”, “our” or the “Registrant”) Amendment No. 5 to the Registration Statement on Form S-4, filed with the Commission on January 8, 2025 (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.
Amendment No. 5 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2024, page 142
1. Staff’s comment: 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.
Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 142-143 of the Amendment.
We hope that the foregoing responses address the issues raised in the Comment Letter and would be happy to discuss with you any remaining questions or concerns that you may have. Please contact Penny Minna at (410) 580-4228 should you have any questions concerning this letter or require further information.
Very truly yours,
/s/ Phyllis Newhouse
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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
January 14, 2025
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.
Amendment
No. 5 to the Registration Statement on Form S-4
Filed January 8, 2025
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 January 13, 2025 (the “Comment
Letter”), in respect of CID Holdco, Inc and SEE ID, Inc.’s (together, “we”,
“us”, “our” or the “Registrant”) Amendment No. 5 to the Registration
Statement on Form S-4, filed with the Commission on January 8, 2025 (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.
Amendment
No. 5 to Registration Statement on Form S-4
Unaudited Pro
Forma Condensed Combined Financial Information
Unaudited Pro
Forma Condensed Combined Balance Sheet as of September 30, 2024, page 142
1. Staff’s comment: 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.
Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 142-143 of the Amendment.
We hope that the foregoing responses address the issues raised in the
Comment Letter and would be happy to discuss with you any remaining questions or concerns that you may have. Please contact Penny Minna
at (410) 580-4228 should you have any questions concerning this letter or require further information.
Very truly yours,
/s/ Phyllis Newhouse
Phyllis Newhouse
President
CID Holdco, Inc.
/s/ Edmund Nabrotzky
Edmund Nabrotzky
Chief Executive Officer
SEE ID, Inc.
cc:
Penny Minna, Esq.
DLA Piper LLP (US)