# CID Holdco, Inc. (DAICW) — capital_return/special_dividend [expired]
Source: SEC API (secapi.ai) · situation sit_8d2bb5113361cf5833d5 · retrieved 2026-08-11T15:49:41.011Z

## Overview
CID HoldCo, Inc. is a Delaware corporation engaged in computer integrated systems design services; it completed a business combination with ShoulderUp Technology Acquisition Corp. on June 18, 2025.

On July 22, 2026, CID HoldCo, Inc. entered into a Securities Purchase Agreement with certain investors to issue and sell 400,000 shares of Series AA Convertible Non-Redeemable Preferred Stock for $2,000,000 and 800,000 shares of Series B Convertible Preferred Stock for $4,000,000, for an aggregate purchase price of $6,000,000. The Series AA Preferred Stock is convertible into Common Stock at $1.00 per share and carries the right for holders of a majority of the Series AA Preferred Stock to designate a single director nominee to the Company's Board of Directors. The Series B Preferred Stock is convertible into Series AAA Preferred Stock (which is convertible into Common Stock at $0.0901185708 per share), and upon a Restricted Account Trigger Event, holders of Series B Preferred Stock are entitled to designate a majority of the Board of Directors. The Series B Purchase Price of $4,000,000 will be deposited into a restricted account with funds released upon satisfaction of specified conditions, including registration statement effectiveness, stockholder approval, and achievement of stock price and trading volume thresholds.

## Terms
- Counterparty: Alumni Capital LP and other investors · Deal value: $6.0M · Consideration: cash · Price/share: $5

## Key dates
- Expired 2026-07-22

## Timeline
- 2026-07-22 · 8-K (0001213900-26-080208): 8-K - CID Holdco, Inc. — *CID HoldCo, Inc. is a Delaware corporation engaged in computer integrated systems design services; it completed a business combination with ShoulderUp Technology Acquisition Corp. on June 18, 2025.* On July 22, 2026, CID HoldCo, Inc. entered into a Securities Purchase Agreement with certain investors to issue and sell 400,000 shares of Series AA Convertible Non-Redeemable Preferred Stock for $2,000,000 and 800,000 shares of Series B Convertible Preferred Stock for $4,000,000, for an aggregate purchase price of $6,000,000. The Series AA Preferred Stock is convertible into Common Stock at $1.00 per share and carries the right for holders of a majority of the Series AA Preferred Stock to designate a single director nominee to the Company's Board of Directors. The Series B Preferred Stock is convertible into Series AAA Preferred Stock (which is convertible into Common Stock at $0.0901185708 per share), and upon a Restricted Account Trigger Event, holders of Series B Preferred Stock are entitled to designate a majority of the Board of Directors. The Series B Purchase Price of $4,000,000 will be deposited into a restricted account with funds released upon satisfaction of specified conditions, including registration statement effectiveness, stockholder approval, and achievement of stock price and trading volume thresholds.
  https://www.sec.gov/Archives/edgar/data/2033770/0001213900-26-080208.txt

## Citations
- 0001213900-26-080208 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026080208