SecProbe.io

CORRESP
 1
 filename1.htm

 CID HoldCo, Inc.

 5661 S Cameron St, Suite 100,
Las Vegas, Nevada 89118

 September 17, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance

 Office of Technology
100 F Street, N.E.
Washington, D.C. 20549

 Attention:
 Jeff Kauten

 Re:
 CID HoldCo, Inc. Registration Statement on Form S-1

 File No. 333-290052

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, CID HoldCo, Inc. (the " Company ") hereby requests acceleration of the effective
date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on September 18, 2025, or as soon thereafter as practicable,
or at such other time as the Company, or their outside counsel, DLA Piper LLP (US), requests by telephone that such Registration Statement
be declared effective.

 Please contact Penny Minna
of DLA Piper LLP (US) at (410) 580-4228 as soon as the Registration Statement has been declared effective, or if you have any other questions
or concerns regarding this matter.

 Sincerely,

 CID HoldCo, Inc.

 /s/ Edmund Nabrotzky

 Name:
 Edmund Nabrotzky

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 9, 2025

Edmund Nabrotzky
Chief Executive Officer
CID HoldCo, Inc.
5661 S Cameron St, Suite 100
Las Vegas, NV 89118

 Re: CID HoldCo, Inc.
 Registration Statement on Form S-1
 Filed September 5, 2025
 File No. 333-290052
Dear Edmund Nabrotzky:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. We remind
you that the
company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jeff Kauten at 202-551-3447 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Penny J. Minna
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CID HoldCo, Inc.

7500 Old Georgetown Road, Suite 901

Bethesda, Maryland 20814

January 15, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Anastasia Kaluzienski

    Robert Littlepage

    Mariam Mansaray

    Jan Woo

    Re:
    CID HoldCo, Inc.

Registration Statement on Form S-4

    File No. 333-282600

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, CID HoldCo, Inc. (the “Company”) hereby requests acceleration of the effective
date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on January 16, 2025, or as soon thereafter as practicable,
or at such other time as the Company, or their outside counsel, DLA Piper LLP (US), requests by telephone that such Registration Statement
be declared effective.

Please contact Penny Minna of
DLA Piper LLP (US) at (410) 580-4228 as soon as the Registration Statement has been declared effective, or if you have any other questions
or concerns regarding this matter.

    Sincerely,

    CID HOLDCO, INC.

    /s/ Phyllis W. Newhouse

    Name: Phyllis W. Newhouse

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

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)

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

CORRESP
1
filename1.htm

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 8, 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. 4 to the Registration Statement on Form S-4

Filed January 7, 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 7, 2025 (the “Comment
Letter”), in respect of CID Holdco, Inc and SEE ID, Inc.’s (together, “we”,
“us”, “our” or the “Registrant”) Amendment No. 4 to the Registration
Statement on Form S-4, filed with the Commission on January 7, 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. 4 to Registration Statement on Form S-4

Summary of the Proxy Statement/Prospectus

 Ticker Symbols and Dividend Information, page 13

1. Staff’s comment: We note that you updated the most recent closing price for each share of SUAC Class A Common Stock, SUAC Unit and SUAC Public Warrant
without changing the associated date. Please revise the date accordingly.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 13 of the Amendment.

Unaudited
Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2024, page
142

    2.

    Staff’s comment: We note your response to prior comments 4 and 5 in which you indicate that adjustment S has been removed from the Temporary Equity section.
However, adjustment S remains in all scenarios in the Temporary Equity section of the pro forma balance sheet. It is also unclear why
you add cash to the cash held in trust account line-item referencing adjustment S and why the amounts of adjustments S to additional paid-in
capital declines under each scenario. In addition, adjustments D1, D2, D3, and D4 do not balance. Revise your pro forma balance sheet
to ensure the adjustment debits and credits net to zero, and the sum of the adjustments equals the line-item totals under each scenario.

Response: The Registrant respectfully acknowledges the Staff’s comment and respectfully advises the Staff that the pro forma balance sheet was incorrect
due to a clerical error and have corrected the pro forma balance sheet to remove the adjustment ’S’ debit from the Temporary Equity and
removed the cash to the cash held in trust account line-item referencing adjustment S.

We have also corrected the adjustments ’S’ to additional
paid-in capital so that it is constant under each scenario so the readers can see the actual known redemptions of class A common stock
subject to redemption in all scenarios.

We’ve changed the reference in the class A common stock subject to possible redemption from ‘D0’
in each scenario to D1, D2, D3, D4 and D5, in the respective scenarios. Adjustments D1, D2, D3, D4 and D5 now balance. The total of D1,
D2, D3, D4 and D5 net to zero under each scenario. We have ensured that the sum of the adjustments equals the line-item totals under each
scenario.

    2

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)

    3

CORRESP
1
filename1.htm

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 7, 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.
3 to the Registration Statement on Form S-4

Filed December
18, 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 January 2, 2025 (the “Comment Letter”), in respect of CID Holdco,
Inc and SEE ID, Inc.’s (together, “we”, “us”, “our” or the “Registrant”)
Amendment No. 3 to the Registration Statement on Form S-4, filed with the Commission on December 18, 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.

Amendment No.
3 to Registration Statement on Form S-4

Questions and Answers about the Proposals,
page xvi

1. Staff’s comment: Please update your disclosure
in footnote (1) to the tables on pages xvi and 17 to indicate 349,505 shares of the Company’s common stock were exercised in connection
with the extension amendment proposal approved at the special meeting on November 19, 2024, if true.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages xvi and 17 of the Amendment.

Summary of the Proxy Statement/Prospectus

After the Business Combination, page
8

    2.

    Staff’s comment: Please revise footnote (5)
to the table to accurately reflect the number of pro forma shares allocated to the former SEE ID stockholders.

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

Summary Unaudited Pro Forma Condensed
Combined Financial Information, page 16

    3.

    Staff’s comment: Please revise the second
bullet point to accurately reflect the maximum redemption scenario.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 16 of the Amendment.

Unaudited Pro Forma Condensed Combined
Financial Information

Unaudited Pro Forma Condensed Combined
Balance Sheet as of September 30, 2024, page 142

    4.

    Staff’s comment: Please explain pro forma
adjustment S to the unaudited pro forma condensed combined balance sheet as of September 30, 2024.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has revised the pro forma balance sheet on pages 142 and 143 of the Amendment. The Registrant respectfully advises the Staff that we removed the adjustment ’S’ debit from the Temporary Equity section in all scenarios.
Adjustment ’S’ is included in Cash and Additional Paid-in Capital to show the impact on cash of $3,849,885 of actual redemptions which
took place on November 19, 2024.

    5.

    Staff’s comment: Please revise your balance
    sheet adjustments so that they balance, i.e. the credits and debits net to zero. In this regard, it is unclear why adjustment D1 to
    temporary equity appears under all of the scenarios. It is also unclear why the amount of adjustment D1 was not reduced to reflect
    the post-balance sheet redemption.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 142 and 143 of the Amendment. The Registrant respectfully advises the Staff that in the revised pro forma balance sheet, adjustment ’S’ has been removed from the Temporary
Equity section which was the cause of the imbalance. In all scenarios, adjustment ‘D1’, the Class A common stock subject to possible redemption,
in the Temporary Equity section will no longer exist. The Temporary Equity section must be considered in conjunction with D1-D5 in the
Cash and Additional paid-in capital sections where the conversion of such temporary equity into Additional paid-in capital or reduction
of cash is reflected.

Management’s Discussion and Analysis of Financial Condition and
Results of Operations of See ID, page 182

    6.

    Staff’s comment: We note your revisions in
response to prior comment 6. Please use the as of date for balance sheet account column headings.

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

    2

    7.

    Staff’s comment: We note the balance of SAFE
    agreements increased from $4,602,950 at December 31, 2023 to $22,664,606 at September 30, 2024. Please fully describe the nature of
    the increase. As part of your detailed description explain how much of the increase is attributable to new issuances and how much is
    attributable to the revaluation of the SAFE agreements and discuss the significant factors impacting the increase in estimated fair
    value.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 183 of the Amendment.

Note 5 - Related Party Transactions

Convertible Promissory Note - Related Party, page F-17

    8.

    Staff’s comment: We note your disclosure that
    you issued a promissory note in the amount of $100,000 to the Sponsor on August 14, 2024. Please revise or remove disclosure in
    regard to the conversion feature, as necessary.

Response: The Registrant respectfully acknowledges
the Staff’s comment has revised the disclosure on page F-17 of the Amendment.

Administrative Service Fee, page
F-18

    9.
    Staff’s comment: Please tell us why the amount of administrative service fee outstanding as of December 31, 2023 disclosed here is $118,272 while $113,945 is disclosed in note 6 to the December 31, 2023 audited financial statements.

Response: The Registrant respectfully acknowledges
the Staff’s comment and respectfully advises the Staff that the difference between 118,272 and 113,945 is an immaterial amount of
4,327 outstanding under legacy loan from the related party that was grouped with the amount due to the related party for comparative amount
as at December 31, 2024, subsequent to filing the Annual Report on Form 10-K for 2023.

* * *

    3

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)

    4

January 7, 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. 4 to Registration Statement on Form S-4
Filed January 5, 2025
File No. 333-282600
Dear Phyllis Newhouse and Edmund Nabrotzky:
            We have reviewed your amended registration statement and have the following
comments.
            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 2, 2025 letter.
Amendment No. 4 to the Registration Statement on S-4
Summary of the Proxy Statement/Prospectus
Ticker Symbols and Dividend Information, page 13
1.We note that you updated the most recent closing price for each share of SUAC Class
A Common Stock, SUAC Unit and SUAC Public Warrant without changing the
associated date. Please revise the date accordingly.

January 7, 2025
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2024, page
142
2.We note your response to prior comments 4 and 5 in which you indicate that
adjustment S has been removed from the Temporary Equity section. However,
adjustment S remains in all scenarios in the Temporary Equity section of the pro
forma balance sheet. It is also unclear why you add cash to the cash held in trust
account line-item referencing adjustment S and why the amounts of adjustments S to
additional paid-in capital declines under each scenario. In addition, adjustments D1,
D2, D3, and D4 do not balance. Revise your pro forma balance sheet to ensure the
adjustment debits and credits net to zero, and the sum of the adjustments equals the
line-item totals under each scenario.
            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 Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Gerry Williams
Krisanne Cunningham

January 2, 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. 3 to Registration Statement on Form S-4
Filed December 18, 2024
File No. 333-282600
Dear Phyllis Newhouse and Edmund Nabrotzky:
            We have reviewed your amended registration statement and have the following
comments.
            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 November 20, 2024
letter.

January 2, 2025
Page 2
Amendment No. 3 to Registration Statement on Form S-4
Questions and Answers about the Proposals, page xvi
1.Please update your disclosure in footnote (1) to the tables on pages xvi and 17 to
indicate 349,505 shares of the Company's common stock were exercised in connection
with the extension amendment proposal approved at the special meeting on November
19, 2024, if true.
Summary of the Proxy Statement/Prospectus
After the Business Combination, page 8
2.Please revise footnote (5) to the table to accurately reflect the number of pro forma
shares allocated to the former SEE ID stockholders.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 16
3.Please revise the second bullet point to accurately reflect the maximum redemption
scenario.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2024, page
142
4.Please explain pro forma adjustment S to the unaudited pro forma condensed
combined balance sheet as of September 30, 2024.
5.Please revise your balance sheet adjustments so that they balance, i.e. the credits and
debits net to zero. In this regard, it is unclear why adjustment D1 to temporary equity
appears under all of the scenarios. It is also unclear why the amount of adjustment D1
was not reduced to reflect the post-balance sheet redemption.

Management's Discussion and Analysis of Financial Condition and Results of Operations of
See ID, page 182
6.We note your revisions in response to prior comment 6. Please use the as of date for
balance sheet account column headings.
7.We note the balance of SAFE agreements increased from $4,602,950 at December 31,
2023 to $22,664,606 at September 30, 2024. Please fully describe the nature of the
increase. As part of your detailed description explain how much of the increase is
attributable to new issuances and how much is attributable to the revaluation of the
SAFE agreements and discuss the significant factors impacting the increase in
estimated fair value.
Note 5 - Related Party Transactions
Convertible Promissory Note - Related Party, page F-17
8.We note your disclosure that you issued a promissory note in the amount of $100,000
to the Sponsor on August 14, 2024. Please revise or remove disclosure in regard to the
conversion feature, as necessary.

January 2, 2025
Page 3
Administrative Service Fee, page F-18
9.Please tell us why the amount of administrative service fee outstanding as
of December 31, 2023 disclosed here is $118,272 while $113,945 is disclosed in note
6 to the December 31, 2023 audited financial statements.
            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

CORRESP
1
filename1.htm

CID Holdco, Inc.

7500 Old Georgetown
Road

Suite 901

Bethesda, Maryland
20814

SEE ID, Inc.

7500 Old Georgetown
Road

Suite 901

Bethesda, Maryland
20814

December 17, 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.

Amendment No.
2 to the Registration Statement on Form S-4

Filed November
7, 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 and SEE ID, Inc.’s (together, “we”, “us”, “our” or the “Registrant”)
Amendment No. 2 to the Registration Statement on Form S-4, filed with the Commission on November 7, 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.

Registration
Statement on Form S-4

Risk Factors

“Our dependence
on a limited number of joint design manufacturers and suppliers of

manufacturing services and critical components
...”, page 52

    1.

    Staff’s comment: We note your risk factor disclosure
    that your devices are made using an outsourced

    manufacturing business model that utilizes joint design manufacturers.
    We also note your disclosure citing your dependence on a limited number of joint design manufacturers to allocate sufficient manufacturing
    capacity to meet your needs to produce devices or components. In that regard, please expand your disclosure to provide the material terms
    of each of your agreements with any third parties you significantly rely on, including each party’s material rights and obligations,
    termination provisions and any payment provisions. Also, please file each of the agreements as exhibits in accordance with Item 601 of
    Regulation S-K.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 177 and 178 of the Amendment and have filed the agreements as Exhibits
10.11 and 10.12 of the Amendment.

The Business Combination Proposal,
page 97

    2.

    Staff’s comment: We note your disclosure on page
    111 related to the waiver of the underwriting fee of

    Citigroup as your underwriter. Please supplementally provide us with
    any correspondence from Citigroup regarding the resignation, including the letter you received from Citigroup dated September 19, 2024.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has supplementally provided the Staff with the requested information concurrently with this letter.

Amendment No. 2 to the Registration Statement on Form S-4

Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined
Statements of Operations, page 145

    3.

    Staff’s comment: Please revise the titles of the
    pro forma columns under Scenarios 1 - 4 to identify the

    information as pro forma income statement information, not pro forma
    balance sheet information.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 145 and 146 of the Amendment.

    4.
    Staff’s comment: Please provide a pro forma statement of comprehensive income for the year ended year ended December 31, 2023, pursuant to Rule 11-02(c) of Regulation S-X.

Response: The Registrant
respectfully acknowledges the Staff’s comment and has included the pro forma statement of operations for the year ended December
31, 2023, on pages 148-150 of the Amendment.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations of SUAC, page 156

    5.

    Staff’s comment: We note your expanded disclosure
    on page 163 in response to prior comment 11.

    Please describe commercialization activities and clarify if the cost
    of such activities is included in capitalization.

Response: The Registrant respectfully acknowledges
the Staff’s comment and has revised the disclosure on page 167 of the Amendment.

    2

Management’s Discussion and Analysis of Financial Condition and
Results of Operations of See ID, page 176

    6.

    Staff’s comment: Please revise the column
headers of the tables on pages 177 and 178 to refer to the correct periods or correct as of date.

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

    7.
    Staff’s comment: On page 176 you disclose the platform is due for release in the fourth quarter of 2024 however the software capitalization table on page 163 indicates the timing of release of all software currently in development is the first quarter of 2025. Please reconcile these disclosures or advise.

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

Index to Financial Statements, page
F-1

    8.

    Staff’s comment: Please update your financial
statements and related financial information throughout in accordance with Rule 8-08 of Regulation S-X.

Response: The Registrant respectfully acknowledges
the Staff’s comment has updated the financial statements to include the SUAC Unaudited Financial Statements as of September 30,
2024 and 2023 and the SEE ID Unaudited Consolidated Financial Statements as of September 30, 2024 and 2023.

See ID, Inc. Financial Statements

Software Development Costs, page
F-59

    9.
    Staff’s comment: We note your response to prior comment 15. Please clarify (1) if the software released on July 18, 2024 as indicated in the table on page 163 of the Amendment was release 1.0 of Gen 1 or something else and (2) what you mean by “previous ones are already closed.”

Response: The Registrant respectfully acknowledges
the Staff’s comment and respectfully advises the Staff that “released (July 18, 2024)” was used inadvertently with respect
to the Gen 1.0 version projects and have revised the disclosure on page 167 of the amendment to remove this date. The Registrant further
advises the Staff that the Gen 1.0 version is essentially a beta testing version of the software that has already been released or “closed”
but which continues to be developed into the Gen 1.1 version. The Registrant plans to commercially release the Gen 1.1 version of the
software in Q1 2025.

* * *

    3

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)

4

November 20, 2024
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. 2 to the Registration Statement on Form S-4
Filed November 7, 2024
File No. 333-282600
Dear Phyllis Newhouse and Edmund Nabrotzky:
            We have reviewed your amended registration statement and have the following
comments.
            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 October 30, 2024 letter.
Registration Statement on Form S-4
Risk Factors
"Our dependence on a limited number of joint design manufacturers and suppliers of
manufacturing services and critical components ...", page 52
We note your risk factor disclosure that your devices are made using an outsourced
manufacturing business model that utilizes joint design manufacturers. We also note 1.

November 20, 2024
Page 2
your disclosure citing your dependence on a limited number of joint design
manufacturers to allocate sufficient manufacturing capacity to meet your needs to
produce devices or components. In that regard, please expand your disclosure to
provide the material terms of each of your agreements with any third parties you
significantly rely on, including each party’s material rights and obligations,
termination provisions and any payment provisions. Also, please file each of the
agreements as exhibits in accordance with Item 601 of Regulation S-K.
The Business Combination Proposal, page 97
2.We note your disclosure on page 111 related to the waiver of the underwriting fee of
Citigroup as your underwriter. Please supplementally provide us with any
correspondence from Citigroup regarding the resignation, including the letter you
received from Citigroup dated September 19, 2024.
Amendment No. 2 to the Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statements of Operations, page 145
3.Please revise the titles of the pro forma columns under Scenarios 1 - 4 to identify the
information as pro forma income statement information, not pro forma balance sheet
information.
4.Please provide a pro forma statement of comprehensive income for the year ended
year ended December 31, 2023, pursuant to Rule 11-02(c) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
SUAC, page 156
5.We note your expanded disclosure on page 163 in response to prior comment 11.
Please describe commercialization activities and clarify if the cost of such activities is
included in capitalization.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
See ID, page 176
6.Please revise the column headers of the tables on pages 177 and 178 to refer to the
correct periods or correct as of date.
7.On page 176 you disclose the platform is due for release in the fourth quarter of 2024
however the software capitalization table on page 163 indicates the timing of release
of all software currently in development is the first quarter of 2025. Please reconcile
these disclosures or advise.
Index to Financial Statements, page F-1
8.Please update your financial statements and related financial information throughout
in accordance with Rule 8-08 of Regulation S-X.

November 20, 2024
Page 3
See ID, Inc. Financial Statements
Software Development Costs, page F-59
9.We note your response to prior comment 15. Please clarify (1) if the software released
on July 18, 2024 as indicated in the table on page 163 of the Amendment was release
1.0 of Gen 1 or something else and (2) what you mean by "previous ones are already
closed."
            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

CORRESP
1
filename1.htm

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

October 30, 2024
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.
Registration Statement on Form S-4
Filed October 11, 2024
File No. 333-282600
Dear Phyllis Newhouse and Edmund Nabrotzky:
            We have reviewed your registration statement and have the following comments.
            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 September 11, 2024
letter.
Form S-4 filed October 11, 2024
Questions and Answers About the Proposal, page xii
1.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.

October 30, 2024
Page 2
Summary of the Proxy Statement/Prospectus, page 1
2.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.
3.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.
4.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.
Risk Factors
"Our dependence on a limited number of joint design manufacturers and suppliers of
manufacturing services...", page 52
5.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.
The Business Combination Proposal, page 97
6.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.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 142
7.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.

October 30, 2024
Page 3
8.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.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 148
9.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.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
SUAC, page 162
10.Please add disclosure for your results for the six months ended June 30, 2023.
11.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.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
SEE ID, page 182
12.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.
13.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.
14.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.

October 30, 2024
Page 4
SEE ID, Inc. Financial Statements
Software Development Costs, page F-55
15.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.
Note 7. Equity Incentive Plan, page F-60
16.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.
17.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.
General
18.We note your response to comment 5 that Sheldon Paul is a board member who is also
an investor in SEE ID and the owner of a partner distribution company, Pope
Technologies LLC. We also note that Pope Technologies LLC is SEE ID's primary
distributor. Please file the agreement as an exhibit and include any relevant risk factor
disclosure, as appropriate.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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 202-551-5176 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Gerry Williams

October 30, 2024
Page 5
Krisanne Cunningham

CORRESP
1
filename1.htm

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

September 11, 2024
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.
Draft Registration Statement on Form S-4
Submitted August 15, 2024
CIK No. 0002033770
Dear Phyllis Newhouse and Edmund Nabrotzky:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-4
Cover Page
1.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.
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 2.

September 11, 2024
Page 2
$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.
Summary of the Proxy Statement/Prospectus, page 1
3.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.
4.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.
5.Please revise the prospectus summary to include conflicts of interest disclosure as
required by Item 1604(b)(3) of Regulation S-K.
6.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.
7.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.
8.Please provide the required dilution disclosure in tabular format. Refer to Item 1604(c) of
Regulation S-K.

September 11, 2024
Page 3
Selected Historical Consolidated Financial Information of SEE ID, page 14
9.Please add cash flow information for SEE ID Inc. for the years ended December 31, 2023
and 2022.
"While we intend to seek stockholder approval of the Business Combination, SUAC's Sponsor
has agreed to vote in favor...", page 17
10.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.
Risk Factors
We may be unable to obtain additional financing to complete our initial Business Combination or
to fund the operations..., page 17
11.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.
Our dependence on a limited number of joint design manufacturers and suppliers of
manufacturing services..., page 51
12.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."
Management of Holdings Following the Business Combination, page 85
13.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.
The Business Combination Agreement, page 96
14.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.

September 11, 2024
Page 4
Certain Agreements Related to the Business Combination
Registration Rights and Lock-Up Agreement, page 109
15.Please identify the "key stockholders of SEE ID" who are parties to the Registration
Rights and Lock-Up Agreement.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 141
16.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.
17.Correct the footnote references to cash adjustments J and I under Scenario 2.
18.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.
19.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.
20.Give pro forma effect to any post-balance sheet issuances of SAFE agreements.
Information About SUAC, page 148
21.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.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
SUAC
Critical Accounting Estimates, page 160
22.We note you indicate that your non-redemption agreements derivative liability involves
critical accounting estimates. Please expand your disclosure to provide qualitative and
quantitative information necessary to understand the estimation uncertainty and the
impact your  critical accounting estimates  have had or are reasonably likely to have on
your financial condition and results of operations. In addition, discuss how much each
estimate and/or assumption has changed over a relevant period and the sensitivity of
reported amounts to the underlying methods, assumptions and estimates used. The
disclosures should supplement, not duplicate, the description of accounting policies or
other disclosures in the notes to the financial statements. Refer to Item 303(b)(3) of
Regulation S-K.

September 11, 2024
Page 5
Business of SEE ID, page 161
23.Please disclose the current state of development of each of your software products and
service offerings. With respect to each, indicate if it is currently under development or
available for general release to customers. If under development, disclose the anticipated
timing for commercial release and the remaining estimated costs necessary to achieve
commercialization.
24.We note that AI is enabled by or integrated into some of your existing solutions and may
play an increased role in your future offerings. Please expand your business operations
disclosure to provide a materially complete discussion regarding your artificial
intelligence and machine learning capabilities, and how they operate. In addition, clarify
what datasets your artificial intelligence or algorithms use and whether you utilize third-
party artificial intelligence products.
Management's Discussion and Analysis of Financial Condition and Results of Operations of SEE
ID
Forecasts, page 178
25.We note your fiscal year 2025 forecasts for Bookings, Billings, Revenue, Gross Margin
and Gross Margin %. Please revise and enhance disclosures to describe the purpose for
which the projections were prepared, the party that prepared the projections, the material
assumptions underlying the projections and whether or not the projections still reflect the
views of management. Refer to Item 1609 of Regulation S-K.
26.We note that you indicate that based on your forecast model you anticipate EBITDA
positive operations late in the fourth quarter of 2025 or early in 2026. Please enhance your
disclosures to provide a discussion regarding your EBITDA projections that complies
with Item 10(b) and Item 1609 of Regulation S-K or remove.
27.Given your risk factor that "revenue forecasts and projections are likely to be unstable
through fiscal year 2025," please provide the basis for your projections in FY2025.
Liquidity and Capital Resources, page 182
28.Please disclose at the forefront of your liquidity section that there is substantial doubt
about your ability to continue as a going concern.
Securities Act Restrictions on Resale of Combined Company Common Stock, page 209
29.Please provide in tabular format the material terms of any agreements regarding
restrictions on whether the SPAC sponsor and its affiliates may sell securities of the
SPAC. Please refer to Item 1603(a)(9) of Regulation S-K.
Financial Statements, page F-1
30.Please update your financial statement and related information throughout the registration
statement. Refer to Rule 8-08 of Regulation S-X for guidance.

September 11, 2024
Page 6
SEE ID, Inc. Financial Statements
Software Development Costs, page F-54
31.We note on page 162 the Company provides customers with an intelligent, real-
time tracking system that enables visibility of high value assets and people from one
convenient application. It is unclear why you refer to the guidance in ASC 350-40 and not
ASC 985-20 in your policy disclosure. Please expand your policy disclosures to disclose
your full compliance with the guidance in ASC 985-20, including the guidance in
paragraphs 25-1 and 25-2. Specifically disclose the conditions necessary in order to
establish technological feasibility.
32.With respect to the amount of capitalized software development costs reported as of your
most recent balance sheet date, please provide us a quantified analysis of each project
where you have capitalized costs. For each project describe the nature and purpose of the
software under development and explain to us in detail us your basis for capitalizing the
costs, referring to the applicable supporting accounting literature.
Note 7. Equity Incentive Plan
Stock Options, page F-59
33.Please explain to us the facts and circumstances concerning the stock options "issued prior
to January 1, 2024 that were incorrectly excluded from the total number of stock options
for common stock outstanding as of December 31, 2023." Explain to us how this
happened and identify who received the stock option awards. Also explain to us the terms
of these awards, if and when did they vest, and when were the persons receiving the
awards notified that they were awarded the stock options.
Note 9. Related Party Transactions, page F-60
34.We note disclosure of various related party transactions on pages 197 - 198. Please fully
disclose all related party transactions and relationships in this footnote and in Note 10 on
page F-76.
Restricted Stock Awards, page F-60
35.Please explain to us the facts and circumstances concerning the restricted stock awards for
16,537,500 shares of common stock "incorrectly excluded from the total number of
restricted stock awards for common stock outstanding as of December 31, 2023." Explain
to us how this happened and identify who received the stock option awards. Also explain
to us the terms of these awards and when were the persons receiving the awards notified
that they were awarded the restricted stock.
Signatures, page II-8
36.Please list the co-registrant on the signature page as required by Item 1601 of Regulation
S-K.

September 11, 2024
Page 7
            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