As filed with the Securities and Exchange Commission on ~~September~~January 428, ~~2025~~2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CID HoldCo, Inc.

(Exact name of registrant as specified in its charter)

Delaware		7373		99-2578850
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

5661 S Cameron St, Suite ~~100,~~ 100 Las Vegas, Nevada 89118 (303)- 332-4122

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Edmund Nabrotzky

Chief Executive Officer

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

(303)- 332-4122

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

DLA Piper LLP (US)

One Atlantic Center

1201 West Peachtree Street, Suite 2900

Atlanta, GA 30309

Attention: Gerry Williams

Penny J. Minna

(404) 736-7891

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “~~smaller~~emerging ~~reporting~~growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging ~~Growth~~growth ~~Company~~company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. ~~Neither~~We ~~we nor the Selling Securityholders~~ may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED ~~SEPTEMBER~~JANUARY 428, ~~2025~~2026

Preliminary Prospectus

CID HoldCo, Inc.

Up to 2923,~~701~~809,~~559~~523 shares of Common Stock ~~(for resale)~~

~~655,000~~Series A-1 Warrants to Purchase up to 23,809,523 shares of Common Stock ~~(for resale)~~

UpSeries A-2 Warrants to 15Purchase up to 23,~~654~~809,~~983~~ 523 shares of Common Stock ~~Issuable~~ ~~upon Exercise of the Warrants (for issuance)~~

This prospectus relates to the offer and sale from time to time of our common stock, par value $0.0001 per share (the “Common Stock”), by the selling security holders identified in this prospectus (including their transferees, donees, pledgees and other successorsPre-~~in-interest)~~Funded ~~(the~~Warrants ~~“Selling Securityholders”) of: (1) up~~ to ~~29,701,559~~Purchase shares of Common Stock (the “Total Resale Shares”), including (i) 11,522,565 shares of Common Stock which shares were originally issued to certain SEE ID Equityholders (as defined herein) in connection with the consummation of the Business Combination as merger consideration at an equity consideration value of $10.00 per share; (ii) up to 723,~~365~~809,~~834 shares of Common Stock~~523 (the “Founder Shares”) issued in connection with the consummation of the Business Combination, originally issued in a private placement to ShoulderUp Technology Sponsor LLC, a Delaware limited liability company (“Sponsor”); (iii) up to 1,310,000 shares of ~~Common Stock (the “Private Placement Shares”) originally issued in a private placement to the Sponsor as part~~ of ~~the private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit; (iv) up to 3,323,536 shares of~~ Common Stock (the “PIPE Shares”) originally issued in a private placement to certain investors pursuant to the PIPE Subscription Agreements (as defined below) at price of $4.00 per share; (v) up to 5,524,624 New Circle Shares issuable pursuant to the ELOC Agreement (as defined herein), comprised of (a) 85,995 shares issuable to New Circle (the “Commitment Shares”), based on the commitment fee of $350,000 to be calculated using the market value of the closing price of the Common Stock on the date this Registration Statement is declared effective by the SEC, and (b) 5,438,629 shares of Common Stock (the “ELOC Shares” and together with the Commitment Shares, the “New Circle Shares”) that we may, in our sole discretion, elect to issue and sell to New Circle, from time to time after the date of this prospectus, as part of the Total Commitment (as defined herein) pursuant to (and limited by the terms of) the ELOC Agreement; (vi) up to 655,000 shares of Common Stock that are issuable by us upon the exercise of the Private Placement Warrants (as defined below) following the public resale of the Private Placement Warrants by the Selling Securityholders; and (2) up to 655,000 Private Placement Warrants originally issued to the Sponsor as part of the Private Placement Units in a private placement at a price of $10.00 per Private Placement Unit, currently exercisable at a price of $11.50 per share.

InPlacement ~~addition,~~Agent ~~this~~Warrants ~~prospectus also relates~~ to ~~the issuance~~Purchase ~~by us of~~ up to ~~15,654,983 shares of Common Stock consisting of (~~1~~) up to 14~~,~~999~~547,~~983 shares of our Common Stock issuable upon~~619 the exercise of 14,999,983 public warrants, originally issued by ShoulderUp Technology Acquisition Corp. (“SUAC”) as part of its initial public offering (the “IPO”) of units at a price of $10.00 per unit, such units were comprised of one Class A common stock of SUAC and one-half of one redeemable warrant, which are currently exercisable at a price of $11.50 per share of our Common Stock (the “Public Warrants”); and (2) up to 655,000 shares of ~~our~~ Common Stock issuable upon the exercise of 655,000 private warrants originally issued to the Sponsor as part of the Private Placement Units sold to the Sponsor in a private placement at a price of $10.00 per unit consummated concurrently with SUAC’s initial public offering, with each private warrant currently exercisable at a price of $11.50 per share (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”). All of the Warrants were assumed by us in connection with the Business Combination (as defined below).

WeUp ~~will~~to ~~not~~72,976,188 ~~receive any proceeds from the sale of~~ shares of ~~our~~ Common Stock ~~or Warrants by the Selling Securityholders pursuant to this prospectus, except with respect to amounts received~~Underlying ~~by us upon exercise of~~ the ~~Warrants~~Series toA-1 ~~the extent such~~ Warrants ~~are exercised for cash~~, ~~which~~Series ~~amount~~A-2 ~~of aggregate proceeds, assuming the exercise of all~~ Warrants ~~for cash~~, ~~could~~Pre-Funded ~~be up to approximately $180,032,304. We believe the likelihood that Warrant holders will exercise their~~ Warrants, and ~~therefore~~Placement ~~the~~Agent amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock (as defined below). If the market price for our Common Stock is less than $11.50 per share, we believe the Warrant holders will be less likely to exercise their Warrants. We will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

~~Our~~We ~~registration~~are offering up to 23,809,523 shares of common stock, par value $0.0001 per share (the ~~securities~~“Common ~~covered~~Stock”), bytogether with Series A-1 warrants (the “Series A-1 Warrants”) to purchase up to 23,809,523 shares of Common Stock and Series A-2 warrants (the “Series A-2 Warrants” and collectively with the Series A-1 Warrants, the “Warrants”) to purchase up to 23,809,523 shares of Common Stock pursuant to this prospectus. ~~does~~The ~~not~~assumed ~~mean~~combined ~~that~~public ~~either~~offering weprice orfor ~~the~~each ~~Selling~~share ~~Securityholders~~of ~~will~~Common ~~issue~~Stock, ~~offer~~together with orone ~~sell~~Series A-1 Warrant and one Series A-2 Warrant, asis ~~applicable~~$0.4200, ~~any~~which is equal to the last reported sale price of our Common Stock on the ~~securities~~Nasdaq Stock Market LLC (“Nasdaq”) on January 27, 2026. The ~~Selling~~shares ~~Securityholders~~of ~~may~~Common ~~offer~~Stock and Warrants ~~sell~~will be separately issued. Each Warrant will have an exercise price of $ per share, will be exercisable beginning on the ~~securities~~effective ~~covered~~date byof ~~this~~stockholder ~~prospectus~~approval inof athe ~~number~~issuance of ~~different~~the ~~ways~~shares ~~and~~upon atexercise ~~varying~~of the Warrants ~~prices.~~(“Warrant ~~Please~~Stockholder ~~see~~Approval”), provided, however, if the Pricing Conditions (as defined below) are met, the Warrants will be exercisable upon issuance (the “~~Plan~~Initial ofExercise ~~Distribution~~Date”). ~~for~~The ~~more~~Series ~~information.~~A-1 InWarrants ~~addition,~~will ~~certain~~expire on the five-year anniversary of the ~~securities~~date ~~being~~of ~~registered~~the ~~hereby~~Initial Exercise Date and the Series A-2 Warrants will expire on the eighteen-month anniversary of ~~are~~the ~~subject~~Initial toExercise ~~vesting~~Date. As used herein “Pricing Conditions” mean that the combined public offering price per share and~~/or~~ ~~transfer~~accompanying ~~restrictions~~Warrants is such that ~~may~~the ~~prevent~~Warrant Stockholder Approval is not required under the ~~Selling~~rules ~~Securityholders~~of ~~from~~Nasdaq because either (i) the offering oris ~~selling~~an ofat-the-market offering under Nasdaq rules and such ~~securities~~price equals or ~~upon~~exceeds the ~~effectiveness~~sum of (a) the ~~registration~~applicable ~~statement~~“Minimum Price” per share under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of ~~which~~Common ~~this~~Stock ~~prospectus~~underlying the Warrants or (ii) the offering is a ~~part.~~discounted ~~See~~offering ~~“Description~~where ofthe ~~Securities”~~pricing ~~for~~and discount ~~more~~(including ~~information~~attributing a value of $0.125 per whole share underlying the Warrants) meet the pricing requirements under Nasdaq’s rules.

~~You~~We ~~should~~are ~~read~~also offering up to 23,809,523 pre-funded warrants (the “Pre-Funded Warrants”), together with accompanying Warrants to purchase up to 47,619,046 shares of Common Stock to those purchasers whose purchase of shares of Common Stock in this ~~prospectus~~offering would result in the purchaser, together with its affiliates and ~~any~~certain ~~prospectus~~related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ~~supplement~~Common Stock following the consummation of this offering or ~~amendment~~if ~~carefully~~such ~~before~~purchaser ~~you~~otherwise ~~invest~~elects to purchase Pre-Funded Warrants, in ~~our~~lieu of ~~securities.~~the ~~Our~~shares of our Common Stock ~~and~~that ~~Warrants~~would ~~are~~result ~~traded~~in onownership in excess of 4.99% (or, at the ~~Nasdaq~~election of the purchaser, 9.99%). Each Pre-Funded Warrant will be exercisable for one share of Common Stock ~~Market~~at an exercise price of $0.0001 per share. Each Pre-Funded Warrant ~~LLC~~is ~~under~~being issued together with the ~~symbol~~same ~~“DAIC”~~Warrants ~~and~~described ~~“DAIC~~above being issued with each share of Common Stock.W” The assumed combined public offering price for each such Pre-Funded Warrant, ~~respectively.~~together Onwith ~~September~~accompanying 4Warrants, ~~2025~~is $0.4199, which is the combined public offering price per share and Warrants (equal to the last reported sale price of our Common Stock on ~~the~~ Nasdaq ~~Stock~~on ~~Market~~January ~~LLC~~27, 2026), ~~was~~minus $40.070001. ~~per~~Each ~~share,~~Pre-Funded Warrant will be exercisable upon issuance and ~~the~~may ~~closing~~be ~~price~~exercised at any time until all of ~~our~~the ~~Public~~Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants ~~was~~and $0accompanying Warrants are immediately separable and will be issued separately in this offering.~~1699~~ ~~per~~For ~~Public~~each Pre-Funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. This prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Warrants, Pre-Funded Warrants and Placement Agent Warrants (as defined herein).

~~In connection with the Business Combination, holders~~There ofis ~~2,000~~no ~~SUAC~~established ~~Public~~public ~~Shares~~trading ~~(as~~market ~~defined below) exercised their right to redeem those shares~~ for ~~cash~~the atWarrants aor ~~price~~the ofPre-Funded ~~approximately $11.00 per share~~Warrants, ~~for~~and anwe ~~aggregate~~do ~~price~~not ofexpect ~~approximately~~a ~~$22,019,~~market ~~which~~to ~~represented approximately~~ develop.~~39%~~ ofWe ~~the total SUAC Public Shares then~~do ~~outstanding.~~not ~~The~~intend ~~Total~~to ~~Resale~~apply ~~Shares being offered~~ for ~~resale~~listing ~~in this prospectus represent 107.47%~~ of ~~our current total outstanding Common Stock. The Total Resale Shares represent a substantial percentage of our total outstanding Common Stock as of~~ the ~~date~~Warrants ofor ~~this prospectus. Additionally, if all of~~ the ~~Private~~Pre-Funded ~~Placement~~ Warrants on ~~are~~any ~~exercised, the Selling Securityholders would own an additional 655,000 shares of Common Stock, representing an additional 2.37% of the then total outstanding Common Stock. The sale of all~~ securities ~~being~~exchange ~~offered in~~or ~~this~~other ~~prospectus~~nationally ~~could result in a significant decline in the public~~ recognized trading ~~price of our Common Stock~~system. ~~Even~~Without ifan ~~the~~active ~~current~~ trading ~~price~~ ~~of the Common Stock is close to the price at which the units were issued in SUAC’s initial public offering~~market, the ~~Selling~~liquidity Securityholders have an incentive to sell because they will still profit on sales due to the lower price at which they purchased their shares compared to the public investors. The public securityholders may not experience a similar rate of ~~return on~~ the ~~securities~~Warrants ~~they purchase due to differences in the purchase prices~~ and the ~~current~~Pre-Funded ~~trading~~Warrants will ~~price~~be limited.

WeThe securities ~~are~~will anbe ~~“emerging~~offered ~~growth~~at ~~company” under~~a ~~federal~~fixed ~~securities~~combined ~~laws~~public offering price and are ~~subject~~expected to ~~reduced~~be ~~public~~issued ~~company~~in ~~reporting~~a ~~requirements~~single closing. ~~Investing~~We will deliver all securities to be issued in ~~our~~connection ~~Common~~with ~~Stock~~this ~~involves a~~offering ~~high~~delivery ~~degree~~versus payment/receipt versus payment upon receipt by us of ~~risk~~investor funds. ~~See~~Accordingly, ~~“Risk~~neither ~~Factors”~~we ~~beginning~~nor onthe ~~page~~Placement 7Agent (as defined herein) have made any arrangements to place investor funds in an escrow account or trust account since the Placement Agent will not receive investor funds in connection with the sale of ~~this~~the ~~prospectus~~securities offered hereunder.

We have engaged (the “Placement Agent”), to act as our exclusive placement agent in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the Placement Agent the Placement Agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no minimum number of securities or amount of proceeds required as a condition to closing in this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. In addition, because there is no escrow trust or similar arrangement and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. We will bear all costs associated with the offering. See “Plan of Distribution” on page 103 of this prospectus for more information regarding these arrangements.

Our Common Stock and the warrants issued in connection with the closing of our business combination (the “Public Warrants”) are traded on the Nasdaq Stock Market LLC under the symbol “DAIC” and “DAICW”, respectively. On January 27, 2026, the last reported sale price of our Common Stock on the Nasdaq Stock Market LLC was $0.4200 per share, and the closing price of our Public Warrants was $0.0375 per Public Warrant.

The combined public offering price per share of Common Stock and accompanying Warrants and the combined public offering price per Pre-Funded Warrant and accompanying Warrants we are offering and the exercise price and other terms of the Warrants were negotiated between us and the purchasers, in consultation with the Placement Agent based on the trading of our Common Stock prior to this offering, among other factors. Other factors considered in determining the public offering price of the securities we are offering and the exercise price and other terms of the Warrants include the history and prospects of our company, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our management, general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.

We are an “emerging growth company” and a “smaller reporting company,” each as defined under federal securities laws and are subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risks. Before deciding whether to invest in our securities, you should consider carefully the risks that we have described on page 8 of this prospectus under the caption “Risk Factors.”

		Per Share and Accompanying Warrants		Per Pre-Funded Warrant and Accompanying Warrants		Total
Public offering price	$		$		$
Placement Agent’s fees (1)	$		$		$
Proceeds to us, before expenses (2)	$		$		$

(1)

We have agreed to pay the Placement Agent a total cash fee equal to 6.5% of the gross proceeds raised in this offering. We have also agreed to reimburse the Placement Agent for its legal fees and expenses and other out-of-pocket expenses in an amount up to $125,000 and to pay closing costs (including the out-of-pocket cost of any clearing agent) in an amount not to exceed $15,950. In addition, we have agreed to issue to the Placement Agent, or its designees, warrants to purchase a number of shares of our Common Stock equal to 6.5% of the aggregate number of shares of Common Stock and Pre-Funded Warrants being offered at an exercise price equal to 125% of the combined public offering price per share of Common Stock and accompanying Warrants. We refer you to “Plan of Distribution” on page 103 of this prospectus for additional information regarding Placement Agent compensation.

(2)

Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, Placement Agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. We refer you to “Plan of Distribution” on page 103 of this prospectus for additional information regarding Placement Agent compensation.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

~~The~~We ~~date~~expect ofto ~~this~~deliver ~~prospectus~~the issecurities ~~September~~to the purchasers in the offering on or about , ~~2025~~ 2026, subject to satisfaction of certain conditions.

The date of this prospectus is , 2026

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv
PROSPECTUS SUMMARY		1
THE OFFERING		6
RISK FACTORS		78
USE OF PROCEEDS		4349
DETERMINATION OF OFFERING PRICE		44
MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY		50
MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY		45
CAPITALIZATION		51
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		46
DILUTION		52
OUR BUSINESS		58
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		53
MANAGEMENT		75
OUR BUSINESS		66
EXECUTIVE COMPENSATION		82
MANAGEMENT		82
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		85
EXECUTIVE COMPENSATION		90
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		86
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		95
SELLING SECURITYHOLDERS		87
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		96
DESCRIPTION OF SECURITIES		108
DESCRIPTION OF SECURITIES WE ARE OFFERING		97
PLAN OF DISTRIBUTION		~~116~~103
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		~~119~~106
EXPERTS		~~124~~111
LEGAL MATTERS		~~124~~111
WHERE YOU CAN FIND ADDITIONAL INFORMATION		~~124~~111
CHANGES IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		~~124~~111
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus. We have not authorized any dealer, salesperson or other person to provide you with information about the Company, except for the information contained in this prospectus. The information contained in this prospectus is complete and accurate only as of the date on the front cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of any securities. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The information contained in this prospectus may change after the date of this prospectus. Do not assume after the date of this prospectus that the information contained in this prospectus is still correct.

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering and the distribution of this prospectus outside the United States.

ABOUT THIS PROSPECTUS

~~This prospectus is part of a~~ The registration statement on ~~Form S-1 that~~ we filed with the Securities and Exchange Commission (the “SEC”) ~~using~~includes aexhibits ~~“shelf”~~that ~~registration~~provide more ~~process.~~detail ~~Under~~of ~~this~~the ~~shelf~~matters ~~registration~~discussed ~~process,~~in ~~from~~this ~~time~~prospectus. toYou ~~time,~~should weread this prospectus and the ~~Selling~~related ~~Securityholders~~exhibits ~~may~~filed ~~offer~~with ~~and sell~~ the ~~securities~~SEC before ~~offered~~making byyour ~~them~~investment ~~described~~decision. You should rely only on the information provided in this prospectus. You should not assume that the information contained in ~~one~~this prospectus or ~~more~~any ~~offerings~~related ~~from~~free ~~time~~writing toprospectus ~~time~~is ~~through~~accurate on any ~~means~~date ~~described~~subsequent into the ~~section~~date ~~entitled~~set forth ~~“Plan~~on the front of ~~Distribution.”~~the Wedocument, ~~may~~even ~~use~~though ~~the~~this ~~shelf~~prospectus ~~registration~~or ~~statement~~any torelated ~~issue~~free ~~shares~~writing prospectus is delivered, or securities are sold, on a later date. This prospectus contains summaries of ~~Common~~certain ~~Stock~~provisions ~~upon~~contained ~~exercise~~in some of the ~~Warrants.~~documents described herein, but reference Weis ~~will~~made ~~receive~~to ~~proceeds~~the ~~from~~actual ~~any~~documents ~~exercise~~for complete information. All of the ~~Warrants~~summaries ~~for~~are ~~cash.~~qualified Wein ~~may~~their ~~use~~entirety by the ~~shelf~~actual ~~registration~~documents. Copies ~~statement~~of tosome ~~issue~~of upthe documents referred to anherein ~~aggregate of~~have ~~15,654,983~~been ~~shares~~or ofwill ~~our~~be ~~Common~~filed ~~Stock~~as ~~issuable~~exhibits byto usthe ~~consisting~~registration statement of ~~(1)~~which upthis prospectus toforms 14a part,~~999,983~~ ~~Public~~and ~~Warrants;~~you ~~and~~may ~~(2)~~obtain upcopies toof ~~655,000~~those ~~Private~~documents as described in this prospectus under the heading “Where ~~Placement~~You ~~Warrants~~Can Find More Information.”

~~The~~You should ~~Selling~~rely ~~Securityholders~~only ~~may~~on ~~use~~ the ~~shelf~~ ~~registration~~information ~~statement~~that towe ~~sell~~have upincluded ~~to:~~in ~~29,701,559~~this ~~Total~~prospectus ~~Resale~~and ~~Shares,~~any ~~including~~related ~~(i)~~free ~~11,522,565~~writing ~~shares~~prospectus ofthat ~~Common~~we ~~Stock~~may ~~which~~authorize ~~shares~~to ~~were~~be ~~originally~~provided ~~issued~~ to ~~certain SEE ID Equityholders in connection with the consummation of the Business Combination as merger consideration at an equity consideration value of $10~~you.00 ~~per~~Neither ~~share; (ii) up to 7~~we,~~365,834~~ ~~Founder~~nor ~~Shares issued in connection with~~ the ~~consummation~~placement ~~of the Business Combination~~agent, ~~originally~~have ~~issued~~authorized inany ~~a private placement to ShoulderUp Technology Sponsor LLC~~dealer, ~~a Delaware~~salesman ~~limited~~or ~~liability~~other ~~company~~person ~~(“Sponsor”); (iii) up~~ to ~~1,310,000~~give ~~Private~~any ~~Placement Shares originally issued in a~~information ~~private~~or ~~placement~~ to ~~the~~make ~~Sponsor~~any asrepresentation ~~part~~other ofthan ~~the~~those ~~Private~~contained ~~Placement~~in ~~Units~~this atprospectus aor ~~price~~any ofrelated ~~$10.00~~free ~~per~~writing ~~Private~~prospectus ~~Placement~~that ~~Unit;~~we ~~(iv)~~may upauthorize to ~~3,323,536~~be ~~PIPE~~provided ~~Shares originally issued in a private placement~~ to ~~certain investors pursuant to the PIPE Subscription Agreements at price of $4~~you.00 ~~per~~You ~~share;~~must ~~(v)~~not uprely toupon ~~5,524,624~~any ~~New~~information ~~Circle~~or ~~Shares~~representation ~~issuable~~not ~~pursuant~~contained toin ~~the~~this ~~ELOC~~prospectus ~~Agreement~~or ~~comprised~~any ofrelated ~~(a) 85,995~~free ~~Commitment~~writing ~~Shares~~prospectus. ~~issuable~~This toprospectus New Circle, based on the commitment fee of $350,000 to be calculated using the market value of the closing price of the Common Stock on the date this Registration Statement is declared effective by the SEC, and ~~(b)~~any ~~5,438,629~~related ~~ELOC~~free ~~Shares that~~writing weprospectus ~~may,~~do innot ~~our~~constitute ~~sole~~an ~~discretion,~~offer ~~elect~~ to ~~issue and~~ sell toor ~~New Circle, from time to time after~~ the ~~date~~solicitation of ~~this prospectus, as~~ ~~part~~an ofoffer ~~the Total Commitment pursuant~~ to ~~(and~~buy ~~limited~~any bysecurities ~~the~~other ~~terms~~than ~~of)~~ the ~~ELOC~~registered ~~Agreement;~~securities ~~(vi)~~to upwhich tothey ~~655~~relate,~~000~~ ~~shares~~nor ofdoes ~~Common~~this ~~Stock that~~prospectus ~~are~~or ~~issuable~~any byrelated usfree writing ~~upon~~prospectus ~~the~~constitute ~~exercise~~an ofoffer ~~the~~to ~~Private~~sell ~~Placement~~or ~~Warrants (as defined below) following~~ the ~~public~~solicitation ~~resale~~ of ~~the Private~~an ~~Placement~~offer ~~Warrants~~to bybuy ~~the~~securities ~~Selling~~in ~~Securityholders;~~any ~~and~~jurisdiction ~~(2) up~~ to ~~655,000~~ ~~Private~~any ~~Placement~~person ~~Warrants originally issued~~ to ~~the~~whom ~~Sponsor~~it asis ~~part~~unlawful ofto ~~the~~make ~~Private~~such ~~Placement~~offer ~~Units~~or insolicitation ~~a private placement at a price of $10.00 per Private Placement Unit, currently exercisable at a price of $11.50 per share. Additional information about any offering may be provided~~ in asuch ~~prospectus supplement that describes, among other things, the specific amounts and prices of the Common Stock and Warrants being offered and the terms of the offering~~jurisdiction.

AWhen we ~~prospectus~~refer ~~supplement~~to ~~may~~“CID ~~also~~HoldCo,” ~~add~~“we,” ~~update~~“our,” ~~or change~~“us” ~~information~~and ~~included~~the in“Company” ~~this prospectus. Any statement contained~~ in this prospectus ~~will be deemed to be modified or superseded~~, ~~for~~we ~~purposes~~mean ofCID ~~this~~HoldCo, Inc., ~~prospectus~~unless tootherwise ~~the extent that a statement contained in such prospectus supplement modifies or supersedes such statement~~specified. ~~Any~~ ~~statement~~When sowe ~~modified~~refer ~~will be deemed~~ to ~~constitute a part of this prospectus only as so modified~~“you,” ~~and~~we ~~any~~mean ~~statement~~the sopotential ~~superseded will~~holders ~~be deemed not to constitute a part~~ of ~~this prospectus. You should rely only on~~ the ~~information contained in this prospectus, any~~ applicable ~~prospectus supplement or any related free writing prospectus~~ securities. ~~See “Where You Can Find Additional Information.”~~

~~Neither we nor the Selling Securityholders have~~Solely ~~authorized~~for ~~anyone~~convenience, totradenames ~~provide~~referred ~~any information or~~ to ~~make any representations other than those contained~~ in this prospectus, ~~any~~appear ~~accompanying prospectus~~without ~~supplement or any free writing prospectus we have prepared. We and~~ the ~~Selling Securityholders take no responsibility for~~ ® and ™ symbols, ~~and~~but ~~can~~those ~~provide~~references noare ~~assurance~~not asintended to ~~the reliability of~~indicate, in any ~~other~~way, ~~information~~ that ~~others~~we ~~may~~will ~~give~~not ~~you.~~assert, ~~This prospectus is an offer~~ to ~~sell~~ ~~only~~ the ~~securities~~fullest ~~offered~~extent ~~hereby and only~~ under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable ~~prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities~~law, ~~and it is not soliciting an offer~~our ~~to buy securities~~rights, ~~in any jurisdiction where the offer~~ or ~~sale is not permitted. You should assume~~ that the ~~information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any~~ applicable ~~prospectus~~owner ~~supplement,~~will ornot ~~any~~assert ~~sale~~its ~~of a security. Our business~~rights, ~~financial~~to ~~condition,~~these ~~results of operations and prospects may have changed since those dates~~tradenames.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find Additional Information.”

On June 18, 2025 (the “Closing Date”), the Company consummated the transactions contemplated by that certain Business Combination Agreement, dated March 18, 2024 (the “Business Combination Agreement”), by and among the Company, ShoulderUp Technology Acquisition Corp, a Delaware corporation (“SUAC”), ShoulderUp Merger Sub, Inc., a Delaware corporation (“ShoulderUp Merger Sub”), SEI Merger Sub, Inc., a Delaware Corporation (“SEI Merger Sub”) and SEE ID, Inc., a Nevada corporation (“SEE ID”). Pursuant to the Business Combination Agreement, on the Closing Date, (i) ShoulderUp Merger Sub merged with and into SUAC (the “ShoulderUp Merger”), with SUAC surviving the ShoulderUp Merger as a wholly-owned subsidiary of the Company (“SUAC Surviving Company”); and (ii) simultaneously with the ShoulderUp Merger, SEI Merger Sub merged with and into SEE ID (“the SEE ID Merger”), with SEE ID surviving the SEE ID Merger as a wholly-owned subsidiary of the Company (the “Surviving Company”) (the ShoulderUp Merger and the SEE ID Merger, together the “Mergers” and together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

On the Closing Date, we consummated the PIPE Financing (as defined below). Pursuant to certain subscription agreement entered into between June 10, 2025 and June 17, 2025 (the “PIPE Subscription Agreements”) by us with certain unaffiliated third-party investors (each, a “PIPE Investor” and collectively, the “PIPE Investors”), pursuant to which, the Company agreed to issue and sell to the PIPE Investors, and the PIPE Investors agreed to subscribe for and purchase an aggregate of 3,323,536 PIPE Shares at a purchase price of $4.00 per share for an aggregate purchase price of $13,294,143, in a private placement (the private placement contemplated by the PIPE Subscriptions Agreements, the “PIPE Financing”). Of the total PIPE Investment, $2,456,500 represents the conversion of bridge loan principal and accrued interest, such that the Company received an additional $10,837,643 from the PIPE Investors at Closing. The PIPE Investment closed substantially concurrently with the Closing.

Concurrently with the Closing, the Company and the persons identified in Schedule A thereto, entered into the Registration Rights Agreement, which provides customary demand and piggyback registration rights. See “Certain Relationships and Related Party Transactions - Registration Rights Agreement.”

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements included in this prospectus contains statements that are forward-looking and as such are not historical facts. These forward-looking statements are based on CID HoldCo, Inc.’s (the “Company”) management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this prospectus, words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The following factors among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

●

the outcome of any legal proceedings that may be instituted against the combined company or others following the consummation of the Business Combination and any definitive agreements with respect thereto;

●

the ability to meet stock exchange listing standards following the consummation of the Business Combination;

● the risk that the Business Combination disrupts current plans and operations of the Company and SEE ID;

●

the ability of the Company to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;

● costs related to the Business Combination;

●

changes in applicable laws or regulations;

●

the possibility that SEE ID or the Company may be adversely affected by other economic, business, or competitive factors;

● ~~The~~the Company’s estimates of expenses, profitability and ~~profitability~~preliminary and unaudited financial results for the fourth quarter and fiscal year ended December 31, 2025;

●

ability to raise financing in the future;

●

success in retaining or recruiting, or changes required in, our officers, key employees or directors;

● ~~The~~the Company’s public securities’ potential liquidity and trading;

●

the requirements of being a public company, including compliance with the SEC’s requirements regarding internal controls over financial reporting, may strain the Company’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the Business Combination may be greater than anticipated;

●

litigation and the ability to adequately protect the Company’s intellectual property rights; and

●

other factors relating to the business, operations and financial performance of the Company detailed under the section entitled “Risk Factors” herein

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this prospectus are more fully described under the heading “Risk Factors” and elsewhere in this prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of the Company. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on the business of the Company or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect the beliefs and opinions of the Company on the relevant subject. These statements are based upon information available to the Company, as applicable, as of the date of this prospectus, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. It does not contain all the information that you may consider important in making your investment decision. Therefore, you should read the entire prospectus carefully, including, in particular, the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes.

As used in this prospectus, unless the context otherwise requires or indicates, references to “Company,” “we,” “our,” and “us,” refer to CID HoldCo, Inc. and its subsidiaries.

Our Business

Overview

The Company offers a SAAS platform for customer subscription that provides intelligent, real-time tracking and visibility of high value assets from one convenient application. This unique tracking capability is paired with intelligent software algorithms, including machine learning and AI, to provide enhanced safety, assurance and efficiency for important processes in the enterprise.

Real-time asset tracking services allow customers to improve many workflows. For example, inspecting a vehicle as it is approaching to know when a high value asset is on board before it leaves a secure area. This allows operators to respond, halt the vehicle, and investigate. Customer security will know what is leaving and whether it is scheduled to leave. This capability can also be used at gates, docks or storage locations to automatically grant access and record movements for accountability.

Another common application is tracking inventory. We provide a unique capability to dynamically sweep item inventory with roving, inexpensive readers powered by batteries. Due to their low cost and wireless capability, these inexpensive readers can be deployed on pallets, fork trucks, shelves or even people to provide coverage of the location of interest. As a result of this capability, our technology is disruptive to legacy logistics systems which are either inadequate to gather this level of detail or much more expensive and inflexible to deploy.

Our systems automatically process inbound and outbound personnel or items, using RF tags or access cards, while AI-enabled cameras verify the asset is the one expected. This real-time, two-layer authentication streamlines customers’ access control process, allowing them to track assets in real time and identify anything that is not authorized. This capability can be especially valuable when providing edge intelligence to automation or robotics systems.

Another example application is guided spotting and collision avoidance for vehicles. We not only provide a system that can track autonomous or piloted vehicles generally but if desired can overlay a precise tracking implementation that enables collision detection and avoidance. With attachment to a governor on the vehicle, the system can slow or stop the vehicle to prevent collision with another asset or person in real-time.

Using our rules engine, customers can set conditions for automatic alerts or actions to be taken related to specified parameters set by users in their application. Using the system also allows the organization to begin collecting valuable data, which can be analyzed to glean insights for better decision making across any organization or fed into an advanced AI implementation. To the extent customers are comfortable enabling it, we provide the capability to enable machine learning and AI intervention in complex processes to enhance safety, assurance and efficiency.

As a result of the unique process visibility provided by their innovations, we are often implemented as an edge system producing rich data streams for other supervisory systems of record. Powerful commercial partnerships are intended to be formed with large ERP, MES or WMS system players in the targeted vertical markets.

In short, we bring a next generation capability to know when, where and why assets move in the enterprise, providing an opportunity to apply AI to complex edge processes.

Business Combination

On the Closing Date, the Company consummated the transactions contemplated by the Business Combination Agreement. Pursuant to the Business Combination Agreement, on the Closing Date, (i) ShoulderUp Merger Sub merged with and into SUAC, with SUAC surviving the ShoulderUp Merger as a wholly-owned subsidiary of the Company and (ii) simultaneously with the ShoulderUp Merger, SEI Merger Sub merged with and into SEE ID, with SEE ID surviving the SEE ID Merger as a wholly-owned subsidiary of the Company.

Prior to and in connection with the Special Meeting, holders of 2,000 shares of SUAC’s Class A Common Stock sold in its initial public offering exercised their right to redeem those shares for cash at a price of approximately $11.00 per share, for an aggregate of approximately $22,019. The per share redemption price of approximately $11.00 for public shareholders electing redemption was paid out of the Trust Account, which after taking into account the redemptions, had a balance immediately prior to the Closing of approximately $5,577,304.

Registration Rights and Lock Up Agreement

At the Closing, the Company entered into that certain Registration Rights and Lock-Up Agreement (the “Registration Rights and Lock-Up Agreement”) with certain holders listed on Schedule A thereto (the “Holders”), pursuant to which, (1) subject to certain exceptions, the Holders may not transfer or make any public announcement of any intention to effect a transfer of any of the equity interests of securities of the Company beneficially owned by the Holder during the period ending 180 days after the Closing Date; and (2) the Holders are entitled to certain “shelf” and “piggyback” registration rights. The Registration Rights and Lock-Up Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the stockholder signatories thereto against (or make contributions in respect of) certain liabilities that may arise under the Securities Act.

PIPE Financing

On the Closing Date, we consummated the PIPE Financing. Pursuant to the PIPE Subscription Agreements, the Company agreed to issue and sell to the PIPE Investors, and the PIPE Investors agreed to subscribe for and purchase an aggregate of 3,323,536 PIPE Shares at a purchase price of $4.00 per share for an aggregate purchase price of $13,294,143, in a private placement. Of the total PIPE Investment, $2,456,500 represents the conversion of bridge loan principal and accrued interest, such that the Company received an additional $10,837,643 from the PIPE Investors at Closing.

Equity Line of Credit

At the Closing, the Company entered into that certain Share Purchase Agreement (the “ELOC Agreement”) with New Circle Principal Investments LLC, a Delaware limited liability company (“New Circle”), pursuant to which New Circle has committed to purchase, subject to certain limitations, up to $50 million ~~(the “Total Commitment”)~~ of the Company’s Common Stock. In connection with the ELOC Agreement, we also entered into a registration rights agreement with New Circle and previously filed a separate resale registration statement covering up to 5,524,624 shares issuable under the ELOC Agreement. No shares under the ELOC Agreement are being offered or sold pursuant to this prospectus.

InWe may, ~~connection~~at ~~with~~our option, direct New Circle to purchase shares from time to time, and we are under no obligation to sell any securities under the ~~entry~~ELOC ~~into~~Agreement. Issuances under the ELOC Agreement remain subject to Nasdaq limitations, including a 19.99% cap absent stockholder ~~the~~approval ~~Company~~or ~~also~~a ~~entered~~Minimum ~~into~~Price ~~that~~exception, ~~certain~~and ~~Registration~~a ~~Rights~~4.99% ~~Agreement~~beneficial ownership cap (~~the~~which “New Circle ~~Registration~~may ~~Rights~~elect ~~Agreement”)~~to increase to 9.99% on 61 days’ ~~with~~notice). New Circle has agreed not to engage in short sales or establish a net short position in our common stock during the term of the ELOC Agreement.

Any future use of the ELOC Agreement will depend on market conditions, our trading price and volume, and our liquidity needs, and could be dilutive to existing stockholders and place downward pressure on our stock price. Only 5,524,624 shares are currently registered for resale; we may need to register additional shares to access the full $50 million capacity. The ELOC Agreement automatically terminates upon the earlier of July 18, 2028 or aggregate purchases of $50 million, and may be terminated earlier by us in accordance with its terms. We currently expect that any proceeds from sales under the ELOC Agreement, if made, would be used for working capital and general corporate purposes.

~~Pursuant to the ELOC Agreement, we have the right~~Recent to sell to New Circle up to $50 million shares of common stock of the Company, subject to certain limitations and conditions set forth in the ELOC Agreement, from time to time during the term of the ELOC Agreement. Sales of Common Stock to New Circle under the ELOC Agreement, and the timing of any such sales, are at our option, and we are under no obligation to sell any securities to New Circle under the ELOC Agreement. In accordance with our obligations under the ELOC Agreement and New Circle Registration Rights Agreement, we have filed the registration statement of which this prospectus forms a part with the Securities and Exchange Commission (the “SEC”) to register under the Securities Act the resale by New Circle of up to 5,524,624 shares of Common Stock that we may elect, in our sole discretion, to issue and sell to New Circle, from time to time under the ELOC Agreement. From time to time at our discretion until June 18, 2028, upon the satisfaction of the conditions to New Circle’s purchase obligation set forth in the ELOC Agreement, including that the registration statement of which this prospectus forms a part be declared effective by the SEC and the final form of this prospectus is filed with the SEC, we will have the right, but not the obligation to direct New Circle to purchase a specified number of Common Stock (each such sale, a “Purchase”) by delivering written notice to New Circle (each, a “Purchase Notice”). While there is no mandatory minimum amount for any Purchase, it may not exceed an amount of shares of Common Stock equal to thirty percent (30%) of the average daily trading volume of the Common Stock of the Company during the five (5) Trading Days immediately preceding a Purchase Notice. The per share purchase price for the Common Stock, if any, that we elect to sell to New Circle in an Advance pursuant to the ELOC Agreement will be determined by reference to the volume weighted average price of our Common Stock (the “VWAP”) and calculated in accordance with the ELOC Agreement. There is no upper limit on the price per share that New Circle could be obligated to pay for the Common Stock we may elect to sell to it in any Purchase. We will control the timing and amount of any sales of Common Stock to New Circle. Actual sales of Common Stock to New Circle under the ELOC Agreement will depend on a variety of factors to be determined by us from time to time, which may include, among other things, market conditions, the trading price of our Common Stock, and determinations by us as to the appropriate sources of funding for our business and its operations.Developments

~~Under the applicable rules of The Nasdaq Stock~~Senior ~~Market~~Secured ~~LLC~~Convertible ~~(“Nasdaq”),~~Loan ~~in no event may we issue to New Circle under the ELOC~~ Agreement more than 5,524,624 shares of Common Stock, which number of shares is equal to 19.99% of the aggregate number of Common Stock issued and outstanding as of the “Effective Date”, as such term is defined in the ELOC Agreement (the “Exchange Cap”), unless (i) we obtain stockholder approval to issue Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, (ii) all applicable sales of Common Stock under the ELOC Agreement equal or exceed the “Minimum Price” (as such term is defined in Nasdaq Rule 5635), or (iii) as to any Purchase, the issuance of Common Stock pursuant to a Purchase Notice would be excluded from the Exchange Cap under Nasdaq rules (or interpretive guidance provided by Nasdaq with respect thereto). Moreover, we may not issue or sell any shares of Common Stock to New Circle under the ELOC Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by New Circle and its affiliates (as calculated pursuant to Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 promulgated thereunder), would result in New Circle beneficially owning more than 4.99% of the outstanding voting power or shares of Common Stock (the “Ownership Limitation”) ; provided, that upon delivery of a written notice to the Company, New Circle may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) the Ownership Limitation to 9.99%.

~~The~~On December ~~net proceeds from sales~~5, ~~if any~~2025, ~~under~~we ~~the ELOC~~entered ~~Agreement~~into toa usLoan ~~will~~Agreement ~~depend~~with onJ.J. ~~the~~Astor ~~frequency~~& ~~and~~Co., ~~prices~~a atUtah ~~which~~corporation we(including ~~sell~~its ~~shares~~successors toand ~~New Circle. We expect that any proceeds received~~assigns, bythe us“Lender”), ~~from~~pursuant ~~such sales~~ to ~~New~~which ~~Circle~~the ~~will~~Company bemay ~~used~~borrow ~~for~~up ~~working~~to ~~capital~~$5,000,000 ~~and~~in ~~general~~four ~~corporate~~tranches ~~purposes.~~comprised ~~New~~of ~~Circle~~an ~~has~~initial ~~agreed that it and~~$2,000,000 ~~its~~tranche ~~affiliates~~(the ~~will~~“Initial ~~not~~Loan”) ~~engage~~borrowed inon ~~any~~December ~~short~~5, ~~sales~~2025 of(the ~~our~~“Initial ~~Common~~Funding ~~Stock~~Date”) ~~nor~~and ~~enter~~up ~~into~~to ~~any~~three ~~transaction~~additional tranches ~~that~~of ~~establishes~~$1,000,000 aeach ~~net~~(the ~~short~~“Additional ~~position in~~Loans” ~~the~~and ~~Common~~together ~~Stock~~with ~~during~~ the ~~term~~Initial ofLoan, the ~~ELOC Agreement~~“Loans”). The ~~ELOC Agreement will automatically terminate on the earlier to occur of~~Initial ~~(i)~~Loan ~~July~~is ~~18,~~evidenced ~~2028~~by ~~and~~a ~~(ii)~~Senior ~~the~~Secured ~~date~~Convertible onNote ~~which~~issued ~~New~~to ~~Circle shall have purchased from us under~~ the ~~ELOC~~Lender ~~Agreement that number of shares of Common Stock~~ for an ~~aggregate~~original ~~gross~~principal ~~purchase~~amount ~~price~~ of $502,600,000 ~~million.~~(the We“Initial Note”), ~~have~~of ~~the~~which ~~right~~$1,840,000 towas ~~terminate~~funded by the ~~ELOC~~Lender ~~Agreement~~ at nothe ~~cost~~funding ordate ~~penalty upon~~after ~~five~~deducting ~~trading~~the ~~days~~Lender’s ~~prior~~origination ~~written~~fees ~~notice to New Circle; provided that there are no outstanding Purchase Notices~~ and ~~all outstanding~~ ~~amounts~~expenses from the ~~Company~~amount ~~owes~~of tothe ~~New~~Initial ~~Circle~~Loan. ~~pursuant~~The toInitial ~~the~~Loan ~~ELOC~~matures ~~Agreement~~on ~~are~~November ~~repaid.~~30, We2026 and ~~New~~is ~~Circle~~payable ~~may~~in ~~also~~twelve ~~agree~~monthly ~~to terminate the ELOC~~installments, ~~Agreement~~consisting byof ~~mutual~~an ~~written~~initial ~~consent.~~installment ~~Neither~~that wewas ~~nor~~due ~~New~~on ~~Circle~~December ~~may~~31, ~~assign~~2025 orof ~~transfer~~$108,334 ~~our respective rights~~ and ~~obligations under~~ the ~~ELOC~~ ~~Agreement,~~remaining ~~and~~eleven nomonthly ~~provision~~payments of ~~the ELOC Agreement may be modified or waived by us or New Circle other than by an instrument in writing signed by both parties~~$226,615.18.

Each Additional Loan is subject to the Company’s satisfaction of certain specified conditions, including conditions related to the Company’s ELOC Agreement with New Circle. The Loan Agreement requires the Company to draw on its ELOC Agreement with New Circle to pay monthly installment payments under the Convertible Notes. New Circle has agreed to remit 80% of all ELOC proceeds to the Lender with the remaining 20% to be remitted to the Company within 3 business days following each draw on the ELOC. To the extent that the proceeds of the ELOC remitted to the Lender are not sufficient to cover the then applicable minimum monthly payment due in any month, the Company shall be required to pay the balance of such amount to the Lender on the last business day of such month.

In connection with the Loan Agreement, we issued to the Lender a warrant to purchase up to 230,770 shares of our Common Stock at an exercise price of $1.69 per share, subject to customary adjustments for stock dividends, splits, combinations, reclassifications, and similar events (the “Initial Lender Warrant”). Additional warrants will be issued in connection with any Additional Loans as a condition to funding (the “Additional Lender Warrants” and together with the Initial Lender Warrant, the “Lender Warrants”). The Lender Warrants may not be exercised to the extent the exercise would cause the Lender and its affiliates to beneficially own more than 4.99% of the outstanding Common Stock, subject to the Lender’s written notice and the Company’s agreement to increase such cap up to 9.99%. The conversion of any Convertible Notes and the exercise of the Lender Warrants are subject to applicable Nasdaq rules. We also entered into a registration rights agreement requiring us to file a resale shelf registration statement covering up to 100% of the shares issuable upon conversion of the Initial Note and any Additional Notes. Any Convertible Note is convertible, in whole or in part, only after an Event of Default and the effectiveness of such resale registration statement, at a conversion price equal to 80% of the average of the four lowest volume-weighted average prices of our Common Stock on its principal market over the 20 trading days immediately prior to the Lender’s notice of conversion, and any conversion is also subject to the 4.99% beneficial ownership cap.

The Company’s obligations under the Loan Agreement are guaranteed and secured on a first-priority basis by substantially all assets of the Company and each applicable subsidiary guarantor, subject to customary exclusions. Under the terms of the pledge and security agreement, the Company granted the Lender a continuing first-priority security interest in 100% of the equity interests of the Company’s subsidiaries to secure the obligations under the Loan Agreement and related loan documents.

Preliminary Financial Results for the Three Months and Fiscal Year Ended December 31, 2025

As of the date of this prospectus, the Company expects revenue of approximately $4.3 to $4.6 million for the three months ended December 31, 2025. For the fiscal year ended December 31, 2025, the Company expects revenue of approximately $5.6 to $5.9 million. The growth of the Company’s revenue in the fourth quarter of 2025 reflects the acquisition of some key customers and the shipment of initial hardware platform orders for their programs.

The financial ~~ELOC~~data ~~Agreement~~included ~~contains~~in ~~customary~~this ~~representations, warranties,~~prospectus ~~conditions~~has been prepared by, and ~~indemnification~~is ~~obligations~~the responsibility of, ~~the~~our ~~parties~~management. The ~~representations,~~foregoing ~~warranties,~~ information and ~~covenants~~estimates ~~contained~~are insubject ~~such agreements~~to ~~were~~revision ~~made~~as ~~only~~we ~~for~~prepare ~~purposes~~our financial statements as of ~~such~~and ~~agreements~~for the year ended December 31, 2025, including all disclosures required by GAAP, and as our auditors conduct their audit of ~~specific~~these ~~dates~~financial statements. Our independent registered public accounting firm, ~~were~~Carr, ~~solely~~Riggs ~~for~~& ~~the~~Ingram, ~~benefit~~LLC, ofhas ~~the~~not ~~parties~~audited, reviewed, compiled or performed any procedures with respect to ~~such~~this ~~agreements~~preliminary financial information and, accordingly, Carr, Riggs & Ingram, LLC does not express an opinion or any other form of assurance with respect thereto. Since this information is preliminary and ~~may~~highly subjective, it should not be ~~subject~~relied on as indicative of future actual results. We do not intend to ~~limitations~~update ~~agreed~~or ~~upon~~otherwise byrevise the ~~contracting~~preliminary ~~parties~~estimates to reflect future events.

We do not know what the purchase price for our Common Stock will be and therefore cannot be certain as to the number of shares we might issue to New Circle under the ELOC Agreement. Although the ELOC Agreement provides that we may sell up to $50 million shares of Common Stock to New Circle, only 5,524,624 shares of Common Stock are being registered for resale by New Circle under the registration statement of which this prospectus forms a part, which may be issued to New Circle from time to time, if and when we elect to sell shares to New Circle under the ELOC Agreement. As of the date hereof, we have not sold any shares of Common Stock to New Circle under the ELOC Agreement and up to $50 million shares of Common Stock may still be sold to New Circle.

If and when we elect to issue and sell shares to New Circle under the ELOC Agreement, we may need to register for resale under the Securities Act additional shares of Common Stock in order to receive aggregate gross proceeds equal to the $50 million available to us under the ELOC Agreement, depending on market prices for our Common Stock. If all of the 5,524,624 shares offered by New Circle for resale under the registration statement of which this prospectus forms a part were issued and outstanding as of the date hereof (without taking into account the 4.99% Ownership Limitation or the 19.99% Exchange Cap limitation), such shares would represent approximately 5.25% of the total number of shares of Common Stock outstanding as of September 4, 2025. If we elect to issue and sell more than the 5,524,624 shares offered under this prospectus to New Circle, which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional shares, which could cause substantial additional dilution to our stockholders. The number of shares ultimately offered for resale by New Circle is dependent upon the number of shares we may elect to sell to New Circle under the ELOC Agreement.

There are substantial risks to our shareholders as a result of the sale and issuance of Common Stock to New Circle under the ELOC Agreement. These risks include the potential for substantial dilution and significant declines in our stock price. See the section entitled “Risk Factors—Risks Related to this Offering.” Issuances of our Common Stock in this offering will not affect the rights or privileges of our existing shareholders, except that the economic and voting interests of each of our existing shareholders will be diluted as a result of any such issuance. Although the number of shares of Common Stock that our existing shareholders own will not decrease as a result of sales, if any, under the ELOC Agreement to New Circle, the shares owned by our existing shareholders will represent a smaller percentage of our total outstanding shares after any such issuance to New Circle.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” As such, we will take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (a) following November 23, 2025, the fifth anniversary of the closing of SUAC’s IPO, (b) in which we have total annual gross revenue of at least $1.07 235 billion or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of our Common Stock that are held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter and we have been subject to the Exchange Act’s reporting requirements for at least 12 months and have filed at least one annual report, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Corporate Information

We were formed as a Delaware corporation on February 27, 2024.

Our principal executive office is located at 5661 S Cameron St, Suite 100, Las Vegas, Nevada 89118 and our telephone number is (303)- 332-4122. Our website is https://daic.ai. The information found on, or that can be accessed from or that is hyperlinked to, our website is not part of this prospectus.

Risk Factors

Risks Associated with the Company

An investment in our Common Stock involves substantial risk. The occurrence of one or more of the events or circumstances described in the section entitled “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse effect on our business, cash flows, financial condition and results of operations. Important factors and risks that could cause actual results to differ materially from those in the forward-looking statements include, among others:

● We have identified material weaknesses in ~~SEE~~our ~~ID’s~~ internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain an effective system of internal control over financial reporting.

●

Our success and our ability to grow the Company’s business depends on retaining and expanding the Company’s customer base.

●

We may be unable to maintain and enhance the Company’s brand and reputation.

●

The Company has a limited operating history.

●

Security incidents or real or perceived errors, failures or bugs in the Company’s systems or website could impair its business.

●

The Company’s management team has limited experience managing a public company.

● The Company’s internal controls over financial reporting may not be effective and the Company’s independent registered public accounting firm may not be able to certify as to their effectiveness.

Risks Relating to this Offering

●

You will experience immediate dilution in the book value per share of the Common Stock purchased in the offering.

●

If you purchase our securities in this offering, you may experience future dilution as a result of future equity offerings or other equity issuances.

●

A substantial number of shares of Common Stock may be sold in the market following this offering, which may depress the market price for our Common Stock.

●

We have broad discretion to determine how to use the funds raised in this offering and may use them in ways that may not enhance our operating results or the price of our Common Stock.

●

There is no public market for the Warrants and Pre-Funded Warrants being offered in this offering.

●

The holders of Warrants and Pre-Funded Warrants purchased in this offering will have no rights as common stockholders until such holders exercise their Warrants and Pre-Funded Warrants and acquire shares of our Common Stock, except as set forth in the Warrants and Pre-Funded Warrants.

You should carefully review and consider the risk factors set forth under the section entitled “Risk Factors”.

THE OFFERING

Issuance of Common Stock
Common Stock Offered		Up to 23,809,523 shares based on the sale of our Common Stock at an assumed combined public offering price of $0.4200 per share of common stock, which is the closing price of our Common Stock on January 27, 2026, and assuming no sale of any Pre-Funded Warrants.
Shares of Common Stock offered by us		Up to 15,654,983 shares of Common Stock that may be issued upon exercise of the Warrants, consisting of: Up to 14,999,983 shares of Common Stock that are issuable upon the exercise of the Public Warrants. Up to 655,000 shares of Common Stock that are issuable upon the exercise of the Private Placement Warrants.
Pre-Funded Warrants Offered		If the issuance of shares of our Common Stock to a purchaser in this offering would result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock following the consummation of this offering or if such purchaser otherwise elects to purchase Pre-Funded Warrants, then such purchaser may purchase, if they so choose, in lieu of the shares of our Common Stock that would result in such excess ownership, a Pre-Funded Warrant to purchase shares of our Common Stock for a purchase price per share of common stock subject to such Pre-Funded Warrant equal to the per share public offering price for the common stock to be sold in this offering less $0.0001. Each Pre-Funded Warrant will have an exercise price of $0.0001 per share, will be exercisable upon issuance and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Purchasers of Pre-Funded Warrants will also receive accompanying Warrants as if such purchasers were buying shares of our Common Stock in this offering. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of these Pre-Funded Warrants.
Exercise price of Warrants		$11.50 per share, subject to adjustment as described herein.
Warrants Offered		Each share of Common Stock or Pre-Funded Warrant is being sold together with one Series A-1 Warrant to purchase one share of Common Stock and one Series A-2 Warrant to purchase one share of Common Stock. Each Warrant will have an exercise price of $ per share and will be exercisable beginning on the effective date of the Warrant Stockholder Approval, provided however, if the Pricing Conditions are met, each Warrant will be exercisable upon issuance (the “Initial Exercise Date”). The Series A-1 Warrants will expire on the five-year anniversary of the Initial Exercise Date and the Series A-2 Warrants will expire on the eighteen-month anniversary of the Initial Exercise Date. See the section of this prospectus entitled “Description of Securities We Are Offering” for additional information.
Use of proceeds		We will receive up to an aggregate of approximately $180,032,304 from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the exercise of the Warrants for general corporate purposes.
Assumed Public Offering Price		$0.4200 per share
Resale of Common Stock and Certain Warrants
Common Stock issued and outstanding prior to the Offering		29,273,322 shares of Common Stock (as of September 30, 2025, as adjusted for subsequent issuances of shares of Common Stock pursuant to the ELOC Agreement)
Shares of Common Stock offered by the Selling Securityholders		Up to 29,701,559 shares of Common Stock, consisting of: (1) up to 11,522,565 shares of Common Stock issued to certain SEE ID equity holders as merger consideration pursuant to the Business Combination; (2) up to 7,365,834 Founder Shares; (3) up to 1,310,000 Private Placement Shares; (4) up to 3,323,536 PIPE Shares; (5) up to 5,524,624 New Circle Shares; and (6) up to 655,000 shares of Common Stock issuable upon exercise of the Private Placement Warrants.
Warrants to purchase Common Stock by the Selling Securityholders		Up to 655,000 Private Placement Warrants:
Use of proceeds		We will not receive any proceeds from the sale of the shares of Common Stock or Warrants by the Selling Securityholders.
Shares of Common Stock outstanding prior to exercise of all Warrants		27,636,939 shares (as of September 4, 2025).
Shares of Common Stock outstanding assuming exercise of all Warrants		43,291,922 shares (as of September 4, 2025).
Restrictions to sell		Certain of our securityholders are subject to certain restrictions on transfer until the termination of applicable lockup periods. See the section entitled “Plan of Distribution - Restrictions to Sell.”
Risk factors		Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors.”
Holders		As of September 4, 2025, there were approximately 284 holders of record of our Common Stock and approximately 4 holders of record of the Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Common Stock and Warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy		We have no current plans to pay cash dividends. The declaration, amount and payment of any future dividends on our Common Stock will be at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our shareholders or by our subsidiaries to us and such other factors as our board of directors may deem relevant.
Nasdaq ticker symbols		Common Stock: DAIC Warrants: DAIC.W

Common Stock issued and outstanding after the Offering		53,082,845 shares of Common Stock (assuming the full exercise of any Pre-Funded Warrants issued in this offering and no exercise of the Warrants).

Use of proceeds		We currently intend to use the net proceeds from this offering for working capital and general corporate purposes. See “Use of Proceeds” on page 49 of this prospectus.

Risk factors		Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors.”

Nasdaq ticker symbols		Common Stock: DAIC Warrants: DAICW There is no established trading market for the Warrants or Pre-Funded Warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Warrants or Pre-Funded Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the Warrants and Pre-Funded Warrants will be limited.

The foregoing discussion and tables above are based on 29,273,322 shares of Common Stock outstanding as of September 30, 2025, adjusted for subsequent issuances disclosed in this prospectus, and excludes:

●

1,797,840 shares of our Common Stock issuable upon the exercise of vested stock options as of September 30, 2025, with a weighted-average exercise price of $0.1008 per share;

	●	15,654,983 shares of our Common Stock issuable upon the exercise of outstanding warrants as of September 30, 2025, with a weighted-average exercise price of $11.50 per share; and

	●	230,770 shares of our Common Stock issuable upon the exercise of outstanding warrants as of December 31, 2025, with a weighted-average exercise price of $1.69 per share, subject to adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.

RISK FACTORS

Investing in our securities involves a high degree of risk. Investors should carefully consider the risks described below and all of the other information set forth in the registration statement of which this prospectus forms a part, including our financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to invest in our Common Stock and Warrants. If any of the events or developments described below occur, our business, financial condition, or results of operations could be materially or adversely affected. As a result, the market price of our Common Stock and Warrants could decline, and investors could lose all or part of their investment. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Notes Regarding Forward-Looking Statements.”

Risks Related to this Offering

ItWe believe isthat ~~not~~the ~~possible~~proceeds toof ~~predict~~this ~~the~~offering, ~~actual~~combined with our limited funds currently on hand, will only be sufficient for us to operate ~~number~~for a relatively limited amount of ~~shares~~time. Since we will ~~sell~~be unable to ~~New~~generate ~~Circle~~sufficient ~~under~~funds, ~~the~~if ~~ELOC~~any, ~~Agreement~~to fund our operations for at least several years, we will need to seek additional equity or ~~the~~debt ~~actual~~financing ~~gross~~to ~~proceeds~~provide ~~resulting~~the ~~from~~capital ~~those~~required ~~sales.~~to Weimplement ~~may~~our business ~~not~~plan. ~~have~~If ~~access~~we are unable to ~~the~~raise ~~full~~capital, ~~amount~~we ~~available~~could ~~under~~be ~~the~~required ~~ELOC~~to ~~Agreement~~seek bankruptcy protection or other alternatives that would likely result in our securityholders losing some or all of their investment in us.

~~On July 18, 2025, we entered into the ELOC with~~We ~~the~~believe ~~New~~that ~~Circle, pursuant to which~~ the ~~New~~proceeds ~~Circle committed to purchase up to $50 million shares~~ of ~~Common~~this ~~Stock~~offering, ~~subject~~combined towith ~~certain~~our ~~limitations and~~limited ~~conditions~~funds ~~set~~currently ~~forth~~on inhand, ~~the~~will ~~ELOC~~only ~~Agreement. The Common Stock that may~~ be ~~issued~~sufficient ~~under~~for ~~the ELOC Agreement may be sold by~~ us to ~~New~~operate ~~Circle~~for ~~at our discretion, from time to time, over~~ a ~~36-month~~relatively ~~period~~limited ~~commencing~~amount ~~on the date~~ of ~~the ELOC Agreement~~time. WeSince ~~generally~~we ~~have~~will ~~the right~~be unable to ~~control~~generate ~~the~~sufficient, ~~timing~~if ~~and amount of~~ any, ~~sales~~revenue ofor ~~our~~cash ~~Common~~flow ~~Stock~~ to ~~New~~fund ~~Circle under the ELOC Agreement. Sales of~~ our ~~Common Stock~~operations tofor ~~New~~at ~~Circle~~least ~~under~~several ~~the~~years, ~~ELOC~~we ~~Agreement~~ will ~~depend~~need ~~upon market conditions as well as other factors~~ to beseek ~~determined~~additional byequity ~~us. We may ultimately decide to sell to New Circle all~~ or adebt ~~portion~~financing ~~of the shares of our Common Stock that may be available pursuant~~ to ~~the~~provide ~~ELOC Agreement, or decide to terminate~~ the ~~ELOC~~capital ~~Agreement~~required ~~or not sell~~ to ~~New~~implement ~~Circle any Common Stock that may be available for us to sell to New Circle~~our ~~thereunder~~business plan.

~~Because the purchase price per share to be paid~~Additionally, bythis ~~the~~offering ~~New~~is ~~Circle~~being ~~for~~made ~~the~~on ~~shares~~a of“best ~~Common~~efforts” ~~Stock~~basis ~~that~~and we may ~~elect to~~ sell tofewer ~~New~~than ~~Circle~~all ~~under~~of the ~~ELOC~~securities ~~Agreement~~offered ~~will~~hereby ~~fluctuate based~~and onmay ~~the~~receive ~~market~~significantly ~~prices~~less ofin ~~our~~net ~~Common~~proceeds ~~Stock~~from ~~during~~this ~~the~~offering, ~~applicable~~which ~~pricing~~will ~~period~~provide ~~for~~us ~~each~~only ~~purchase,~~limited itworking iscapital. ~~not~~We ~~possible~~believe ~~for us to predict,~~that ~~as of~~ the ~~date~~net ofproceeds from this ~~prospectus~~offering, ~~the~~together ~~number~~with ofour ~~Common~~existing ~~Stock~~cash ~~that~~and wecash equivalents, will ~~sell~~meet toour ~~New~~capital ~~Circle~~needs ~~under~~for the ~~ELOC~~next ~~Agreement,~~six to ~~the~~nine ~~purchase~~months ~~price per~~under ~~share~~our ~~that~~current ~~the~~business ~~New~~plan. ~~Circle~~Without ~~will~~giving ~~pay~~effect ~~for~~to ~~shares~~the ~~purchased~~receipt ~~from~~of usany ~~under~~proceeds ~~the~~from ~~ELOC~~this ~~Agreement~~offering, orwe ~~the~~currently estimate ~~aggregate~~that ~~gross~~our ~~proceeds~~existing ~~that~~cash ~~we will~~and ~~receive~~cash ~~from~~equivalents ~~those~~are ~~purchases~~sufficient byto ~~the~~fund ~~New~~business ~~Circle~~operations ~~under~~into the ~~ELOC~~first ~~Agreement~~quarter of 2026.

~~Although~~We do ~~the~~not ~~ELOC~~currently ~~Agreement~~have ~~provides~~any arrangements or credit facilities in place as a source of funds. There can be no assurance that we ~~may~~will be ~~sell~~able up to anraise ~~aggregate~~sufficient ofadditional ~~$50~~capital ~~million~~on ~~shares~~acceptable ofterms, ~~Common~~or ~~Stock~~at toall. ~~the~~If ~~New~~such ~~Circle~~financing is not available on satisfactory terms, or ~~only~~is 5not available at all,~~524~~ we may be required to further delay,~~624~~ ~~shares~~scale back or eliminate the development of ~~Common~~business ~~Stock~~opportunities ~~that~~and our operations and financial condition may be ~~issued~~materially adversely affected. Furthermore, if we are unable to raise capital, we could be required to ~~the~~seek ~~New~~bankruptcy ~~Circle~~protection ~~under~~or ~~the~~other ~~ELOC~~alternatives ~~Agreement~~that ~~are~~would ~~being~~likely ~~registered~~result ~~for~~in ~~resale~~our bysecurityholders ~~the~~losing ~~New~~some ~~Circle~~or ~~under~~all ~~the~~of their ~~registration~~investment ~~statement~~in ~~that~~us. ~~includes~~This is a reasonable best efforts offering, no minimum amount of securities is required to be sold, and we may ~~this~~not ~~prospectus~~raise the amount of capital we believe is required for our business plans, including our near-term business plans.

~~If we elect to sell to New Circle all of the 5,524,624~~You ~~shares~~will ofexperience ~~Common~~immediate ~~Stock~~dilution ~~being registered for resale by the New Circle~~ in the ~~registration~~book ~~statement~~value ~~that~~per ~~includes~~share ~~this~~of ~~prospectus, depending on~~ the ~~market prices of our~~ Common Stock ~~during~~purchased ~~the~~in ~~applicable pricing period for each purchase made pursuant to~~ the ~~ELOC Agreement, the actual gross proceeds from the sale of all such shares may be substantially less than the $50 million total commitment originally available to us under the ELOC Agreement~~offering.

7Since the public offering price of our Common Stock in this offering is substantially higher than the net tangible book value per share of our outstanding Common Stock outstanding prior to this offering, you will suffer dilution in the book value of the Common Stock you purchase in this offering. The shares of Common Stock sold in this offering, if any, will be sold from time to time at various prices. After giving effect to the sale of our Common Stock in the aggregate offering amount of $10.0 million at an assumed public offering price of $0.4200 per share, and after deducting estimated offering commissions and expenses payable by us, you would suffer immediate dilution of $0.28 per share in the net tangible book value of the Common Stock. See the section titled “Dilution” for a more detailed discussion of the dilution you will incur if you purchase shares in this offering.

If it becomes necessary for us to issue and sell to New Circle under the ELOC Agreement more than the 5,524,624 shares of Common Stock being registered for resale under the registration statement that includes this prospectus, in order to receive aggregate gross proceeds equal to the total commitment of $50 million under the ELOC Agreement, we must file with the SEC one or more additional registration statements to register under the Securities Act the resale by the New Circle of any such additional shares of Common Stock we wish to sell from time to time under the ELOC Agreement, which the SEC must declare effective. We will need to obtain shareholder approval to issue Common Stock in excess of the Exchange Cap under the ELOC Agreement in accordance with the Nasdaq listing rules, unless the average per share purchase price paid by the New Circle for all shares of Common Stock sold under the ELOC Agreement equals or exceeds equal or exceed the average Nasdaq official closing price for the five (5) trading days immediately prior to the Effective Date of the ELOC Agreement, in which case, under the Nasdaq listing rules, the Exchange Cap limitation will not apply to issuances and sales of our Common Stock under the ELOC Agreement. In addition, the New Circle will not be required to purchase any shares of Common Stock if such sale would result in the New Circle’s beneficial ownership exceeding 4.99% of the then-outstanding voting power or shares of Common Stock provided, that upon delivery of a written notice to the Company, New Circle may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) the Ownership Limitation to 9.99%. Any issuance and sale by us under the ELOC Agreement of a substantial amount of shares of our Common Stock in addition to the 5,524,624 shares of Common Stock being registered for resale by the New Circle under this prospectus could cause additional substantial dilution to our stockholders. The number of shares of Common Stock ultimately offered for resale by New Circle is dependent upon the number of shares of Common Stock we ultimately sell to New Circle under the ELOC Agreement. Our inability to access a portion or the full amount available under the ELOC Agreement, in the absence of any other financing sources, could have a material adverse effect on our business.8

~~Investors~~If you ~~who~~purchase ~~buy~~our ~~shares~~securities atin ~~different~~this ~~times will~~offering ~~likely~~you ~~pay~~may ~~different~~experience ~~prices~~future dilution as a result of future equity offerings or other equity issuances.

~~Pursuant to the ELOC Agreement, we~~ We will ~~have~~likely ~~discretion, subject~~offer ~~to market demand, to vary the timing, prices,~~ and ~~numbers~~issue ofadditional shares ~~sold to the New Circle. If and when we do elect to sell shares~~ of our Common Stock toor ~~the~~other ~~New~~equity ~~Circle~~or ~~under~~convertible ~~the~~debt ~~ELOC~~securities ~~Agreement,~~in ~~after~~order ~~the~~to ~~New~~raise ~~Circle~~additional capital. ~~has~~Future ~~acquired~~equity ~~such~~offerings ~~shares,~~or ~~the~~other ~~New~~equity ~~Circle~~issuances may ~~resell~~be ~~all or~~at a ~~portion~~price ofper ~~such~~share ~~shares~~that atis ~~any~~equal ~~time~~to or ~~from~~greater ~~time~~than tothe ~~time~~price inper share ~~its~~paid ~~discretion~~by ~~and~~investors atin ~~different~~this ~~prices~~offering. AsFuture ~~a result,~~ investors ~~who~~in ~~purchase shares~~such ~~from~~offerings ~~the~~may ~~New~~have ~~Circle~~rights atsuperior ~~different~~to ~~times~~existing ~~will likely pay different prices for those shares~~stockholders, and ~~so may experience different levels~~the ofprice ~~dilution~~per ~~and~~share inat ~~some~~which ~~cases~~we ~~substantial~~sell ~~dilution~~additional ~~and~~shares ~~different~~of ~~outcomes~~Common inStock ~~their~~or ~~investment~~other ~~results.~~equity ~~Investors~~or ~~may~~convertible ~~experience~~debt asecurities ~~decline~~ in ~~the~~future ~~value~~transactions may ofbe ~~the~~at ~~shares they purchase from the New Circle as~~ a ~~result~~higher ofor ~~future~~lower ~~sales~~price ~~made~~per byshare ~~us to the New Circle at prices lower~~ than the ~~prices~~price ~~such~~per ~~investors~~share ~~paid~~in ~~for~~this ~~their shares~~offering.

A substantial number of shares of Common Stock may be sold in the market following this offering, which may depress the market price for our Common Stock.

The securities offered hereby will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”). Sales of a substantial number of shares of our Common Stock in the public market following this offering, or the perception that such sales could occur, could cause the market price of our Common Stock to decline.

We have broad discretion to determine how to use the funds raised in this offering and may use them in ways that may not enhance our operating results or the price of our Common Stock.

Our management will have broad discretion over the use of net proceeds from this offering, and we could spend the net proceeds from this offering in ways our stockholders may not agree with or that do not yield a favorable return, if at all. We currently expect to use the net proceeds from this offering for working capital and general corporate purposes, including costs and expenses associated with being a public company. However, our use of these net proceeds may differ substantially from our current plans. If we do not invest or apply the net proceeds of this offering in ways that improve our operating results, we may fail to achieve expected financial results, which could cause our stock price to decline.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our securities.

Effective June 30, 2020, the SEC implemented Regulation Best Interest requiring that “[a] broker, dealer, or a natural person who is an associated person of a broker or dealer, when making a recommendation of any securities transaction or investment strategy involving securities (including account recommendations) to a retail customer, shall act in the best interest of the retail customer at the time the recommendation is made, without placing the financial or other interest of the broker, dealer, or natural person who is an associated person of a broker or dealer making the recommendation ahead of the interest of the retail customer.” This is a significantly higher standard for broker-dealers to recommend securities to retail customers than before under FINRA “suitability rules.” FINRA suitability rules do still apply to institutional investors and require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending securities to their customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information, and for retail customers determine the investment is in the customer’s “best interest” and meet other SEC requirements. Both SEC Regulation Best Interest and FINRA’s suitability requirements may make it more difficult for broker-dealers to recommend that their customers buy speculative, low-priced securities. They may affect investing in our Common Stock, which may have the effect of reducing the level of trading activity in our securities. As a result, fewer broker-dealers may be willing to make a market in our Common Stock, reducing a stockholder’s ability to resell our Common Stock.

Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.

In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including, but not limited to: (i) timely delivery of shares; (ii) agreement to not enter into variable rate financings for one year from closing, subject to certain exceptions; (iii) agreement to not enter into any financings for 45 days from closing, subject to certain exceptions; and (iv) indemnification for breach of contract.

There is no public market for the Warrants and Pre-Funded Warrants being offered in this offering.

There is no established public trading market for the Warrants and Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Warrants or Pre-Funded Warrants on any securities exchange or nationally recognized trading system, including the Nasdaq Capital Market. Without an active market, the liquidity of the Warrants or Pre-Funded Warrants will be limited.

The holders of Warrants and Pre-Funded Warrants purchased in this offering will have no rights as common stockholders until such holders exercise their Warrants or Pre-Funded Warrants and acquire shares of our Common Stock, except as set forth in the Warrants and Pre-Funded Warrants.

Until a holder of Warrants and Pre-Funded Warrants acquires the shares of Common Stock upon exercise of the Warrants and Pre-Funded Warrants, as the case may be, such holder will have no rights with respect to the shares of Common Stock underlying such Warrants and Pre-Funded Warrants, except as set forth in the Warrants and Pre-Funded Warrants. Upon exercise of the Warrants and Pre-Funded Warrants, holders will be entitled to exercise the rights of common stockholders only as to matters for which the record date occurs after the exercise date.

The Warrants are speculative in nature.

The Warrants do not confer any rights of Common Stock ownership on their holders, such as voting rights, but rather merely represent the right to acquire shares of Common Stock at a fixed price for a limited period of time. There can be no assurance that the market price of the Common Stock will ever equal or exceed the exercise price of the Warrants, and consequently, it may not ever be profitable for holders of the Warrants to exercise the Warrants.

The Warrants are not exercisable until stockholder approval, provided however, if the Pricing Conditions are met, the Warrants will be exercisable upon issuance.

The Warrants will have an exercise price of $ per share and will be exercisable beginning on the effective date of the Warrant Stockholder Approval, provided, however, if the Pricing Conditions are met, the Warrants will be exercisable on the Initial Exercise Date. While we intend to promptly seek Warrant Stockholder Approval, there is no guarantee that the Warrant Stockholder Approval will ever be obtained. If we are unable to obtain the Warrant Stockholder Approval, the Warrants may have no value.

The market price for our Common Stock has been volatile and may continue to fluctuate or may decline significantly in the future.

An active, liquid and orderly market for our Common Stock may not be sustained, which could depress the trading price of our Common Stock or cause it to continue to be highly volatile or subject to wide fluctuations. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our Common Stock include, among other things:

●

Our dependence on a limited number of joint design manufacturers and suppliers, component shortages or cost increases, and device quality or recall issues, including firmware update risks, could adversely affect deployments, revenue timing, margins, and investor perceptions.

●

Our cloud platform performance, network outages, and cybersecurity or data incidents could harm customer trust and our results, which could impact our stock price.

●

Our sales cycles are long and our pipeline is immature; revenue forecasts may be volatile, and results may vary significantly period to period.

●

We face complex and evolving regulatory requirements, including privacy and data protection, FCC/telecom rules, export controls and sanctions, environmental requirements (including conflict minerals), and developing AI regulation, any of which could increase costs or constrain our offerings.

●

Our international activities and operations in Puerto Rico expose us to additional risks, including disasters, geopolitical events, currency fluctuations, and differing legal regimes.

●

We rely on third-party technology and open-source software and face intellectual property risks that could lead to disputes, licensing costs, product changes, or service interruptions.

●

The terms of our existing financings and potential future equity or debt issuances, as well as outstanding and potential new warrants, could result in dilution, selling pressure, or perceived overhang, adversely affecting our stock price.

These broad market and industry factors may decrease the market price of our Common Stock, regardless of our actual operating performance. The stock market in general has from time to time experienced extreme price and volume fluctuations. In addition, in the past, following periods of volatility in the overall market and decreases in the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

This is a “best efforts” offering, no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans, including our near-term business plans.

The Placement Agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this offering. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, Placement Agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth herein. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to support our continued operations, including our near-term continued operations. Thus, we may not raise the amount of capital we believe is required for our operations in the short-term and may need to raise additional funds to complete such short-term operations. Such additional fundraises may not be available on terms acceptable to us, or at all.

Risks Related to Our Business and Industry

We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain an effective system of internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. For the quarter ended September 30, 2025, we identified the material weakness in our internal control over financial reporting related to the following as of September 30, 2025:

Costs of Goods Sold. During the preparation of financial statements for the quarter ended June 30, 2025, management identified multiple costs that were improperly included in cost of goods sold in the quarter ended March 31, 2025, as well as for the three and nine months ended September 30, 2024, as disclosed in Note 4 of the condensed consolidated financial statements included elsewhere in this prospectus. The root cause of the error was a lack of preventative control designed to ensure proper categorization of expenses on purchase orders generated by our operating departments. In addition, the Company lacked detective controls to ensure finance management reviewed period-over-period changes in cost of goods sold relative to budgeted and actual production levels. As a result of these control deficiencies, cost of goods sold was overstated by $310,160 for the three months ended March 31, 2025, with a corresponding understatement of total operating expenses, and by $137,204 for the three and nine months ended September 30, 2024, also with a corresponding understatement of total operating expenses. See Note 4 of the condensed consolidated financial statements (unaudited) included elsewhere in this prospectus.

Accounting Personnel and Financial Reporting Controls. Management also identified that the Company does not currently have adequate staffing in its accounting department and has not yet designed and implemented the appropriate processes and internal controls to support accurate and timely financial reporting, which (i) may restrict the Company’s ability to review and approve certain material journal entries which increases the likelihood that a material misstatement of interim or annual financial statements might not be prevented; and (ii) resulted in the Company’s inability to have proper segregation of duties between the preparation, review and approval of certain material reconciliations related to financial reporting in a timely manner.

Fair Value Calculation Controls. In addition, management identified a material weaknesses in the design of internal controls related to the review of the fair value calculation of SAFE notes performed by a third-party valuation specialist. The controls lacked the precision needed to detect inappropriate inputs that could materially impact valuation.

As a result of the identified material weakness, our management concluded that our internal controls over financial reporting was not effective as of September 30, 2025. The Company is actively working to develop and implement remediation plans related to the material weakness identified. Remediation efforts include enhancing the design and implementation of controls over the accounting for financial instruments and hiring additional qualified accounting personnel.

To respond to the material weaknesses, we devoted significant effort and resources to the remediation and improvement of our internal controls over financial reporting, including enhancing the design and implementation of controls over the accounting for financial instruments and hiring additional qualified accounting personnel.

Any failure to maintain such internal controls could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our ordinary shares is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our ordinary shares.

We can give no assurance that the measures we have taken will remediate the material weaknesses identified or that any additional material weaknesses will not arise in the future due to a failure to implement and maintain adequate internal controls over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of September 30, 2025, we had cash of $1,418,834 and working capital deficit of $5,404,007. Further, we have incurred and expect to continue to incur significant costs in pursuit of our revenue growth but we cannot assure you that our plans will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding Requirements and Going Concern.” The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern.

Our rapid growth makes it difficult to evaluate our future prospects and increases the risk that we will not continue to grow at or near historical rates.

We are largely a pre-revenue company, with revenue of $172,661 and $439,640 for the fiscal years ended December 31, 2024 and 2023, respectively, and revenue of $~~479~~1,~~331~~257,813 and $~~101~~183,~~995~~631 for the ~~six~~ nine-month periods ended ~~June~~September 30, 2025 and 2024, respectively. As a result, our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. Many factors may contribute to declines in our revenue growth rate, including increased competition, slowing demand for our solution from existing and new customers, a failure by us to continue capitalizing on growth opportunities, termination of contracts by our existing customers, and the maturation of our business, among others. Our recent and historical growth should not be considered indicative of our future performance. Even if our revenue continues to increase over the long term, we expect that our revenue growth rate will decline in the future as a result of a variety of factors, including the maturation of our business. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, our growth rates may slow and our business, financial condition, and results of operations could be harmed.

813

We face risks associated with the growth of our business in new use cases.

Historically, most of our revenue has been derived from sales relating to research and development activities, including proof of concept demonstrations. In ~~For the first two quarters of~~ 2025, we have invested in driving market demand through expansion of sales and marketing activities. We plan to expand the use cases of our solution, including those where we may have limited operating experience, and may be subject to increased business, technology, and economic risks that could affect our financial results. Entering new use cases and expanding in the use cases in which we are already ~~operating~~ operating will continue to require significant resources, and there is no guarantee that such efforts will be successful or beneficial to us. Historically, sales to a new customer have often led to additional sales to the same customer or similarly situated customers. To the extent we expand into and within new use cases that are regulated, we will likely face additional regulatory scrutiny, risks, and burdens from the governments and agencies which regulate those markets and industries. It is uncertain whether we will be able to achieve penetration and organic growth with respect to any new use cases that we pursue. Any failure to do so may harm our reputation, business, financial condition, and results of operations.

If we fail to effectively manage our growth, our business and results of operations could be harmed.

We have experienced and expect to continue to experience rapid growth, which has placed, and may continue to place, significant demands on our management, operational, and financial resources. For example, our headcount has grown from our 2 founding employees as of the last business day of the fiscal year ended December 31, 2020 to 3068 employees as of the last business day of the fiscal quarter ended ~~June~~December 3031, 2025. In addition, we have begun to cultivate channel partners to expand our operations globally and sell our products to customers in Asia and Europe in the short term, and we plan to continue to expand our operations internationally in the future. We have also experienced significant growth in the number of customers, connected assets, transactions, and data supported by our solution and our associated infrastructure, which has placed additional demands on our resources and operations. Our organizational structure is becoming more complex, and we need to scale and adapt our operational, financial, and management controls, as well as our reporting systems and procedures, to manage this complexity. We will require significant expenditures and the allocation of management resources to grow and change in these areas. If we fail to successfully manage our anticipated growth, the quality of our solutions may suffer, which could negatively affect our brand and reputation, harm our ability to retain and attract customers, and adversely impact our business, financial condition, and results of operations.

If we are unable to attract new customers, our future revenue and results of operations will be harmed.

Our future success depends, in part, on our ability to attract new customers. Our ability to attract new customers will depend on the perceived benefits and pricing of our solution and the effectiveness of our sales and marketing efforts. Other factors, many of which are out of our control, may now or in the future impact our ability to attract new customers, including:

●

potential customers’ commitments to or preferences for their existing vendors

●

actual or perceived switching costs

●

potential customers’ inexperience with or reluctance to adopt our solutions in their physical operations;

●

our failure to help potential customers successfully deploy and use our solutions;

●

our failure to develop or expand relationships with existing partners or to attract new partners;

●

our failure to expand into new markets;

●

our failure to expand, retain, and motivate our engineering and research and development, sales and marketing, and other personnel;

●

the adoption of new, or the amendment of existing, laws, rules, or regulations that negatively impact the utility of, or that require difficult-to-implement changes to, our solutions; and

●

general macroeconomic conditions.

If our efforts to attract new customers are not successful, our business, financial condition, and results of operations will suffer.

914

If we are unable to retain and expand our relationships with existing customers, our financial position and results of operations will be harmed.

In order for us to maintain or improve our results of operations, it is important that our customers renew their subscriptions to access our Dot Cloud SaaS platform when existing contract terms expire and that we expand our commercial relationships with our existing customers. Our contracts are typically for a subscription term of 3 to 5 years. However, our customers have no obligation to renew their subscriptions after the initial terms expire, and our customers might not renew their subscriptions for a similar contract period, with the same or greater economic terms, or at all. In the past, some of our customers have elected not to renew their subscriptions with us and it is difficult to accurately predict long-term customer retention, in part due to our limited experience with renewal cycles to date. Customers may choose not to renew their subscriptions for many reasons, including the belief that our solution is not required for their business needs or is otherwise not cost-effective, a desire to reduce discretionary spending, our discontinuation of a desired application or a belief that our competitors’ offerings provide better value. Additionally, our customers might not renew for reasons entirely out of our control, such as mergers and acquisitions affecting our customer base, the dissolution of their business or business segment utilizing our solution or an economic downturn affecting their industry. A decrease in our renewal rate would have an adverse effect on our business, financial condition, and results of operations.

A part of our growth strategy is to sell subscriptions to our Dot Cloud SaaS platform and expand use cases with our existing customers. Our ability to sell subscriptions to our Dot Cloud SaaS platform will depend in significant part on our ability to anticipate industry evolution, practices and standards. Additionally, we will need to continue to enhance existing solutions and introduce new solutions and features on a timely basis to keep pace with technological developments both within our industry and in related industries, and to remain compliant with any federal, state, local, or foreign regulations that apply to us or our customers. However, we may prove unsuccessful either in developing new solutions or in expanding the set of third-party applications and devices with which our solutions integrate, particularly as we expand our solutions into use cases that have not been our historical focus and as we continue to refine our efforts to hire, develop, and retain engineering talent. In addition, the success of any enhancement or new solution depends on several factors, including the timely completion, introduction and market acceptance of the enhancement or solution. Any new solutions we develop or acquire might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue, particularly with respect to use cases that have not been our historical focus. If any of our competitors implements new technologies before we are able to implement them or better anticipates the innovation and integration opportunities in related industries, our business may be adversely affected.

Another part of our growth strategy is to sell additional subscriptions to existing customers as they increase their number of connected assets, such as vehicles, warehouses, and yards. However, our customers may not continue to grow and expand their operations, or may opt not to purchase additional subscriptions from us to cover their expanded operations. A decrease in our ability to sell additional subscriptions to our Dot Cloud SaaS platform to our existing customers could have an adverse effect on our business, financial condition, and results of operations.

Certain estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate.

Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates and forecasts in this prospectus relating to the size and expected growth of our target markets may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth forecasted in this prospectus, we may not successfully penetrate these markets and our business could fail to grow at a similar pace, if at all.

We may not be able to successfully execute our strategic initiatives or meet our long-term financial goals.

A significant part of our business strategy is to focus on long-term growth over short-term financial results. We expect to continue making significant expenditures on engineering talent, sales, hiring and marketing efforts and expenditures to develop new features, integrations, capabilities, and enhancements to our solution and further expand the use cases addressed by our solutions. We have been engaged in strategic initiatives to expand the scope of our core business to improve long-term stockholder value, to improve our cost structure and efficiency, and to increase our selling efforts and develop new business. We may not be able to successfully execute these or other strategic initiatives or execute these initiatives on our expected timetable. If we are not successful in expanding our use cases and obtaining operational efficiencies, our business, financial condition, and results of operations could be harmed.

1015

Our dependence on a limited number of joint design manufacturers and suppliers of manufacturing services and critical components within our supply chain for our IoT devices may adversely affect our results of operations.

Our devices are made using an outsourced manufacturing business model that utilizes joint design manufacturers. We depend on a limited number of joint design manufacturers to allocate sufficient manufacturing capacity to meet our needs, to produce devices, or components thereof, of acceptable quality at acceptable yields, and to deliver those devices or components to us on a timely basis. We are subject to the risk of shortages and long lead times in the supply of these devices and components. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules. We may in the future experience component shortages, and the predictability of the availability of these components may be limited. We cannot assure you that our inventory will be sufficient for our needs or that future disruptions to our supply of devices or materials will not occur. Any delay in the shipment of devices or any other necessary materials delays our ability to recognize revenue for subscriptions purchased by our customers.

In addition, some of our suppliers, joint design manufacturers, and logistics providers may have more established relationships with larger volume device manufacturers, and as a result of such relationships, such suppliers may choose to limit or terminate their relationship with us. Developing suitable alternate sources of supply for these devices and components may be time-consuming, difficult, and costly, and we may not be able to source these devices and components on terms that are favorable to us, or at all, which may adversely affect our ability to meet our requirements or provide our customers with needed devices in a timely or cost-effective manner. Because our customers often must install devices before being able to fully utilize our Dot Cloud SaaS platform, any interruption or delay in the supply of any of these devices or components, or the inability to obtain these devices or components from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to onboard new customers. In addition, increased device or component costs would negatively impact our results of operations.

Our dependence on a key supplier in Israel and the possibility of having to switch suppliers may adversely affect our results of operations.

We have a key component for one of our products that is made and supported in Israel. While this supplier has remained stable for us to date, there is a risk that the situation may change. We have developed an alternative path that we can use to obtain similar functionality, but switching costs include delays in delivery and some feature disruption in our operations.

If we are not able to develop and timely introduce new solutions and features for our Dot Cloud SaaS platform that achieve market acceptance, keep pace with technological developments, and meet emerging regulatory requirements, our business, financial condition, and results of operations would be harmed.

Our ability to attract new customers and increase revenue from existing customers depends in large part on our ability to enhance and improve our existing solutions and to introduce compelling new solutions and features that reflect the changing nature of our customers’ needs and the regulations to which they are subject. The success of any enhancement to our Dot Cloud SaaS platform depends on several factors, including timely completion and delivery, competitive pricing, adequate quality testing, integration with existing technologies, and overall market acceptance. Factors outside of our control, such as developing laws and regulations, regulatory orders, competitive product offerings, and changes in demand for our solution may also materially impact the successful implementation of new solutions. Any new solution that we develop may not be introduced in a timely or cost-effective manner, may contain bugs or other defects, or may not achieve the market acceptance necessary to generate significant revenue.

Further, the development of new solutions can be difficult, time-consuming and costly. There are inherent risks and uncertainties associated with offering new solutions, especially when new markets are not fully developed, related technology standards are not mature, or when the laws and regulations regarding a new solution are evolving. If we are unable to successfully develop and timely introduce new solutions, enhance our existing Dot Cloud SaaS platform to meet customer requirements, or otherwise gain market acceptance, our business, financial condition, and results of operations would be harmed.

Our sales pipeline is immature, and as such, revenue forecasts and projections are likely to be unstable through fiscal year 2025 and into fiscal year 2026.

We anticipate typical sales cycles to be nine to twelve months for most of our opportunities and are only six months into an aggressive pivot to active sales and marketing. As such, revenue forecasts and projections are likely to be unstable through fiscal year 2025 and into fiscal year 2026, as we mature our best opportunities and add depth to our pipeline. While we will provide our best forecast and communicate changes as they occur, investors should be warned that this instability in revenue is the nature of emerging from a startup mode into a more mature growth organization.

1116

The length of our sales cycle can be unpredictable, particularly with respect to sales to large customers, and our sales efforts may require considerable time and expense.

It is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers. Customers with substantial or complex organizations may choose to deploy our solutions in large increments on a periodic basis. Accordingly, customers may purchase subscriptions for significant dollar amounts on an irregular and unpredictable basis. Because of our limited operating history and the nature of our business, we cannot predict the timing or cost of these sales and deployment cycles. Variations in the sales cycles among our customers based on the size and complexity of their operations, as well as the possibility that customers may purchase new subscriptions sporadically with short lead times, which may adversely impact our ability to anticipate the timing and amount of revenue and contract value from new customers.

In particular, part of our strategy is to target sales to larger customers. Sales to larger customers involve risks that may not be present or that are present to a lesser extent with sales to smaller organizations, such as longer sales cycles (which typically last several months and in some cases have exceeded one year), more complex customer product requirements and expectations related to invoicing and payment terms, substantial upfront sales costs, and less predictability in completing some of our sales. For example, large customers may require considerable time to evaluate and test our solution prior to purchasing a subscription. A number of factors influence the length and variability of our sales cycle, including the need to educate potential customers about the uses and benefits of our solution, the discretionary nature of purchasing and budget cycles, the competitive nature of evaluation and purchasing approval processes, the customer’s contemplated use case, the specific deployment plan of each customer, the complexity of the customer’s organization, and the difficulty of such deployment, as well as whether a sale is made directly by us or through other partners. Moreover, large customers often begin to deploy our solution on a limited basis but nevertheless may require a greater level of support from our customer support personnel and negotiate pricing discounts, which increases our upfront investment in the sales effort with no guarantee that sales to these customers will justify our substantial upfront investment. If we fail to effectively manage these risks associated with sales cycles, sales timing uncertainty, sales to large customers and collection of payment from our customers, our business, financial condition, and results of operations may be adversely affected.

If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, or changing customer needs, requirements or preferences, our Dot Cloud SaaS platform may become less competitive.

The industries in which we participate are subject to rapid technological change. The introduction of new technologies will continue to have a significant effect on competitive conditions to which we are subject. In order to continue to provide value for our customers, we must offer innovative solutions that allow our customers to track and manage their equipment, employees, sites and other connected assets on a timely basis. Certain technologies and industry developments may negatively impact our ability to compete within certain industry segments. If we are unable to develop new solutions that provide utility to our customers and provide enhancements and new features for our existing solutions that keep pace with rapid technological and regulatory change, our revenues and results of operations could be adversely affected.

To keep pace with technological and competitive developments, we have in the past invested, and may continue to invest, in complementary businesses, technologies, products, services, and other assets that expand the solutions that we can offer our customers. We may make these investments without being certain that they will result in products or enhancements that will be accepted by existing or prospective customers or that will achieve market acceptance. If we are unable to successfully enhance our Dot Cloud SaaS platform to meet evolving customer requirements, increase adoption and use cases of our solution, and develop new solutions and features, then our business, financial condition, and results of operations would be adversely affected.

We rely on industry standards and technology developed and maintained outside of our control. For example, many of our solutions depend on cellular, GPS, and Wi-Fi technology and are built upon such technologies. We do not control the development of such technologies, and so it may be possible in the future that the components of the underlying technologies that interface with or are built into our solution develop in ways that are not beneficial to our growth and technological capabilities. If these technologies do not continue to be improved or are replaced with alternative technologies that we do not effectively adapt to, our ability to innovate may be diminished and our market appeal and value to customers may be harmed.

1217

We face intense and increasing competition, and we may not be able to compete effectively, which could reduce demand for our solution and adversely affect our business, revenue growth, and market share.

The markets for the solutions and use cases for which we compete are new and rapidly evolving. Our historical competition has been specific to the individual solution sets that we target, or specific to operational groupings. For example, certain of our solution compete with historical RFID and Barcode companies such as Zebra, Honeywell, Smartrac and HID Global.

Competition in these markets is based on several factors, including the comprehensiveness of a solution; feature set breadth and extensibility; analytical capability; ease of adoption; platform reliability, security and scalability; customer support; ability to realize cost savings; brand awareness and reputation; and the strength of sales, marketing and channel partnerships.

Some of our competitors may have greater financial resources, greater brand recognition, larger sales forces and marketing budgets than us, as well as broader distribution networks. Large corporations, in particular, may be able to utilize their distribution networks and existing relationships to offer new solutions, in addition to solutions in other verticals already being provided to customers. We expect additional competition as our market grows and rapidly changes, and we may choose to enter or expand into new markets as well. We expect competition to increase as other established and emerging companies enter the markets in which we compete, as customer requirements evolve and as new products and services and technologies are introduced. Certain of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing, distribution, professional services, or other resources and greater name recognition than we do. In addition, certain of our current and potential competitors have strong relationships with current and potential customers and extensive knowledge of industries with physical operations. As a result, our current and potential competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements or devote greater resources than we can to the development, promotion, and sale of their products and services. Moreover, certain of these companies are bundling their products and services into larger deals or subscription renewals, often at significant discounts as part of a larger sale. In addition, some current and potential competitors may offer products or services that address one or a limited number of functions at lower prices or with greater depth than our solution. Our current and potential competitors may develop and market new technologies with comparable functionality to our solution. As a result, we may experience reduced gross margins, longer sales cycles, and loss of market share. This could lead us to decrease prices, implement alternative pricing structures, or introduce products and services available for free or a nominal price in order to remain competitive. We may not be able to compete successfully against current and future competitors, and our business, financial condition, and results of operations will be harmed if we fail to meet these competitive pressures.

Moreover, current and future competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with others, including our current or future channel partners, OEM partners, and other strategic technology companies. By doing so, these competitors may increase their ability to meet the needs of our existing or potential customers. In addition, our current or prospective indirect sales channel partners may establish cooperative relationships with our current or future competitors. These relationships may limit our ability to sell or certify our solution through specific distributors, technology providers, database companies, and distribution channels and allow our competitors to rapidly gain significant market share. These developments could limit our ability to obtain revenue from existing and new customers. If we are unable to compete successfully against current and future competitors, our business, financial condition, and results of operations would be harmed.

If we do not develop devices that are compatible with third-party hardware, software and infrastructure, including the many evolving wireless industry standards, our ability to introduce and sell new subscriptions to access our Dot Cloud SaaS platform could suffer.

In order to support customers’ adoption of our Dot Cloud SaaS platform, we develop devices that are compatible with a wide variety of hardware, software and infrastructure. Not only must we ensure our devices are compatible with applications and technologies developed by our partners and vendors, but we must also ensure that our devices can interface with third-party hardware, software or infrastructure that our customers may choose to adopt. To the extent that a third party were to develop software applications or devices that compete with ours, that provider may choose not to support our solution. In particular, our ability to accurately anticipate evolving wireless technology standards and ensure that our devices comply with these standards in relevant respects is critical to the functionality of our devices. Any failure of our devices to be compatible or comply with the hardware, software, or infrastructure — including wireless communications standards — utilized by our customers could prevent or delay their implementation of our Dot Cloud SaaS platform and require costly and time-consuming engineering changes. Additionally, if an insufficient number of wireless operators or subscribers adopt the standards to which we design our devices, our ability to introduce and sell subscriptions to our Dot Cloud SaaS platform would be harmed.

1318

The competitive position of our Dot Cloud SaaS platform depends in part on its ability to operate with a wide variety of data sources and infrastructure, and if we are not successful in maintaining and expanding the compatibility of our solutions with such data sources and infrastructure, our business, financial condition, and results of operations could be adversely impacted.

The competitive position of our Dot Cloud SaaS platform depends in part on its ability to operate with a wide array of physical sensors and devices — including devices manufactured by us and by third parties, other software and database technologies, and communications, networking, computing and other infrastructure. As such, we must continuously modify and enhance our Dot Cloud SaaS platform to be compatible with evolving hardware, software, and infrastructure that are used by our current and potential partners, vendors and customers. In the future, one or more technology companies may choose not to support the interoperation of their hardware, software, or infrastructure with solutions such as ours, or our solutions may not otherwise support the capabilities needed to operate with such hardware, software, or infrastructure. We intend to facilitate the compatibility of our Dot Cloud SaaS platform with a wide variety of hardware, software, and infrastructure by maintaining and expanding our business and technical relationships. If we are not successful in achieving this goal, our business, financial condition, and results of operations could be adversely impacted.

Our ability to grow our business is dependent in part on strategic relationships we develop and maintain with third parties.

We believe that our ability to increase our sales depends in part on maintaining and strengthening relationships with parties such as channel partners, OEM partners, and other strategic technology companies. Once a relationship is established, we likely will dedicate significant time and resources to it in an effort to advance our business interests, and there is no assurance that any strategic relationship will achieve our business purposes or that the resources we use to develop the relationship will be cost-effective. Parties with whom we establish strategic relationships also work with companies that compete with us. We have limited, if any, control as to whether these parties devote adequate resources to our strategic relationships. Further, companies with whom we maintain strategic relationships may de-emphasize their dealings with us or become competitors in the future. We also have limited, if any, control as to other business activities of these parties and we could experience reputational harm because of our association with such parties if they fail to execute on business initiatives, are accused of breaking the law or suffer reputational harm for other reasons. All of these factors could materially and adversely impact our business and results of operations.

Changes in our subscription or pricing models could adversely affect our business, financial condition and results of operations.

The sales price for subscriptions to access our Dot Cloud SaaS platform may decline for a variety of reasons, including competitive pricing pressures, discounts, anticipation of the introduction of new solutions and features, changes in pricing models for existing solutions and access to our solutions (including changes as to the timing of customers’ payments over the course of their subscriptions) or promotional programs. As we expand our offerings, new competitors introduce new solutions or services that compete with ours, or we enter into new international markets, we may be unable to attract new customers using the same pricing models as we have historically used. Larger competitors, including new entrants to our market, may reduce the price of offerings that compete with ours or may bundle them with other offerings and provide them for free. Any decrease in the sales prices for access to our Dot Cloud SaaS platform, without a corresponding decrease in costs or increase in sales volume, would adversely affect our revenue and gross profit.

We may also have difficulty determining the appropriate price structure for new solutions. Regardless of the pricing model used, larger customers may demand higher price discounts than have been given in the past, or are given to other customers. As a result, we may be required to reduce our prices, offer shorter contract durations or offer alternative pricing models. If we do not maintain our prices and gross profits at levels that will allow us to achieve and maintain profitability, our business, financial condition, and results of operations will be harmed.

Our results of operations and our business metrics are likely to fluctuate significantly on a quarterly basis in future periods and may not fully reflect the underlying performance of our business, which makes our future results difficult to predict and could cause our results of operations to fall below expectations.

Our results of operations and business metrics have fluctuated from quarter-to-quarter in the past and may continue to vary significantly in the future so that period-to-period comparisons of our results of operations and business metrics may not be meaningful. Accordingly, our financial results in any one quarter should not be relied upon as indicative of future performance.

1419

Our quarterly results of operations and business metrics may fluctuate as a result of a variety of factors, many of which are outside of our control, may be difficult to predict, and may or may not fully reflect the underlying performance of our business. Among the factors that may cause fluctuations in our quarterly financial results and our business metrics are those listed below:

●

Our ability to attract new customers, particularly large customers;

●

Our ability to retain and expand our relationships with existing customers;

●

Our ability to successfully expand our business domestically and internationally;

●

Our ability to gain new channel partners and retain existing channel partners;

●

Our ability to attract and retain key employees and other qualified personnel;

●

Fluctuations in the growth rate of the overall market that our solution addresses;

●

Our ability to effectively manage our growth;

●

Fluctuations in the mix of our revenue;

●

The amount and timing of operating expenses related to the maintenance and expansion of our business and operations, including continued investments in sales and marketing, research and development and general and administrative resources;

●

Network outages or performance degradation of our cloud service;

●

Information security or cybersecurity breaches;

●

General economic, industry and market conditions;

●

Changes in law and regulations affecting our and our customers’ businesses or product requirements;

●

Increases or decreases in the number of subscriptions or pricing changes upon any renewals of customer agreements;

●

Changes in our pricing policies or those of our competitors;

●

The budgeting cycles and purchasing practices of customers;

●

Decisions by potential customers to purchase alternative solutions from other vendors;

●

Insolvency or credit difficulties confronting our customers, which could adversely affect their ability to purchase or pay for a subscription to use our solution;

●

The cost and potential outcomes of future litigation or other disputes;

●

Future accounting pronouncements or changes in our accounting policies;

●

Our overall effective tax rate, including impacts caused by any reorganization in our corporate tax structure and any new legislation or regulatory developments;

●

Fluctuations in stock-based compensation expense;

●

Trade protection measures (such as tariffs and duties) and import or export licensing requirements;

●

Fluctuations in foreign currency exchange rates;

●

Our timing and success in introducing new features and Applications to the market, including integrations of our solution with additional third-party software and devices;

●

The actions of our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;

1520

●

Our ability to successfully manage and realize the anticipated benefits of any future acquisitions of businesses, solutions, or technologies;

●

The timing of expenses related to the development or acquisition of businesses, solutions, or technologies and potential future charges for impairment of goodwill from acquired companies; or

●

Other risk factors described in this prospectus.

If we are unable to achieve and sustain a level of liquidity sufficient to support our operations and fulfill our obligations, our business, financial condition, and results of operations could be adversely affected.

We actively monitor and manage our cash and cash equivalents so that sufficient liquidity is available to fund our operations and other corporate purposes. In the future, increased levels of liquidity may be required to adequately support our operations and initiatives and to mitigate the effects of business challenges or unforeseen circumstances. If we are unable to achieve and sustain such increased levels of liquidity, we may suffer adverse consequences, including reduced investment in our platform development, difficulties in executing our business plan and fulfilling our obligations, and other operational challenges. Any of these developments could adversely affect our business, financial condition, and results of operations.

Our business is exposed to risks related to third-party financing of our customers’ subscriptions to our Dot Cloud SaaS platform.

Historically, some of our customers have relied on third parties to finance their purchase of subscriptions to our Dot Cloud SaaS platform. This need to arrange third-party credit may lengthen our sales cycles or otherwise lengthen the amount of time required to negotiate customer agreements. Our channel may provide customers seeking financing with contact information for lenders that are known to them through their financing of other customers’ subscriptions. These arrangements can create challenging dynamics for us when disputes arise between a customer and a lender to whom we have introduced a customer. In the event that financing is not available to those of our customers who require it, on commercially reasonable terms or at all, we could experience reduced sales, extended sales cycles, and increased churn. In the event of a dispute between a customer and a lender, we could suffer reputational harm and damage to our relationships with customers and those that provide financing to our customers. The occurrence of any of these would adversely impact our business, financial condition, and results of operations.

We may not be able to maintain and expand our business if we are not able to hire, retain and manage qualified personnel, and in particular, our key personnel.

Our success in the future depends in part on the continued contribution of our executive, technical, engineering, sales, marketing, operations and administrative personnel. Recruiting and retaining skilled personnel in the industries in which we operate, including engineers and other technical staff and skilled sales and marketing personnel, is highly competitive. In addition, the success of any future acquisitions depends in part on our retention and integration of key personnel from the acquired company or business.

Although we may enter into employment agreements with members of our senior management and other key personnel, these arrangements are at-will and do not prevent any of our management or key personnel from leaving the company. If we are not able to attract or retain qualified personnel in the future, or if we experience delays in hiring required personnel, particularly qualified technical and sales personnel, we may not be able to maintain and expand our business.

Further, we rely in part on direct sales employees to sell our products in the United States and internationally. We are focused on increasing the size and effectiveness of our sales force, marketing activities, sales management team and corporate infrastructure, as well as exploring further relationships with third-party resellers. At present, we intend to significantly increase the size of our current direct sales organization and to more efficiently leverage our expanded sales force to increase sales coverage for our solution and to support significant channel growth. We cannot assure you that we will be able to attract and retain the additional personnel necessary to grow and expand our business and operations. Further, we expect that the onboarding of new sales and marketing personnel will take considerable time to enable new employees to ramp up to full productivity. If we are unable to expand our sales force at sufficiently high levels and onboard new sales personnel successfully, our ability to attract new customers may be harmed, and our business, financial condition and results of operations would be adversely affected. In addition, any failure to adequately train our employees on how to communicate the uses and benefits of our solution to potential and existing customers may prevent us from increasing our market share and revenue. If we fail to identify, attract, retain and motivate these highly skilled personnel, we will be unable to achieve our growth expectations, and our business, financial condition, and results of operations may be harmed.

1621

Our ability to achieve customer renewals and increase sales of our products is dependent on the quality of our customer success and support teams, and our failure to offer high quality support would have an adverse effect on our business, reputation, and results of operations.

Our customers depend on our customer support team to resolve issues and our customer success team to realize the full benefits relating to our Dot Cloud SaaS platform. If we do not succeed in helping our customers quickly resolve post-deployment issues or provide effective ongoing support and education on our Dot Cloud SaaS platform, our ability to sell additional subscriptions to, or renew subscriptions with, existing customers or expand the value of existing customers’ subscriptions would be adversely affected and our reputation with potential customers could be damaged. Many large customers have more complex IT environments and require higher levels of support than smaller customers. If we fail to meet the requirements of these larger customers, it may be more difficult to grow sales with them.

Additionally, it can take several months to recruit, hire, and train qualified engineering-level customer support employees. We may not be able to hire such employees fast enough to keep up with demand, particularly if the sales of our products exceed our internal forecasts. To the extent that we are unsuccessful in hiring, training, and retaining adequate customer support employees, our ability to provide adequate and timely support to our customers, and our customers’ satisfaction with our products, will be adversely affected. Our failure to provide and maintain high-quality support services would have an adverse effect on our business, reputation, and results of operations.

If we are not able to maintain and enhance our brand, our business, financial condition, and results of operations may be harmed.

We believe that maintaining and enhancing our reputation as a differentiated and category-defining company is critical to our relationships with our existing customers and to our ability to attract new customers. We also believe that the importance of brand recognition will increase as competition in our market increases, and that brand and reputation are particularly important in the physical operations industry given the potential impact of any failure of our solution on the physical operations of our customers. The successful promotion of our brand attributes will depend on a number of factors, including our and our channel partners’ marketing efforts, our ability to continue to develop high-quality solutions and our ability to successfully differentiate our solutions and devices from those of competitors. In addition, independent industry analysts may provide reviews of our solution and our competitors’ products, which could influence the perception of the relative value of our Dot Cloud SaaS platform in the marketplace. If these reviews are negative, or less positive as compared to those of our competitors’ products, our brand may be harmed.

The promotion of our brand requires us to make substantial expenditures, and we anticipate that the expenditures will increase as our market becomes more competitive, as we expand into new markets, and as more sales are generated through our channel partners. Our brand promotion activities may not generate customer awareness or yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in building our brand. If we do not successfully maintain and enhance our brand, our business may not grow, we may have reduced pricing power relative to competitors, and we could lose customers or fail to attract potential customers, any of which would harm our business, financial condition, and results of operations.

If we cannot maintain our company culture as we grow, our success and our business and competitive position may be harmed.

We believe that our success to date has been driven in part by our company’s cultural principles of focusing on customer success, building for the long term, adopting a growth mindset, being inclusive and winning as a team. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain these important aspects of our culture. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus on and pursue our corporate objectives. As a result, if we fail to maintain our company culture, our business and competitive position may be harmed.

1722

We typically provide service-level commitments under our subscription agreements. If we fail to meet these contractual commitments, we could be obligated to provide credits for future service or face subscription termination with refunds of prepaid amounts, which would lower our revenue and harm our business, financial condition, and results of operations.

Our subscription agreements typically contain service-level commitments, and our agreements with larger customers may carry higher service-level commitments than those provided to customers generally. If we are unable to meet the stated service-level commitments, including failure to meet the uptime and response time requirements under our customer subscription agreements, we may be contractually obligated to provide these customers with service credits, which could significantly affect our revenue in the periods in which the failure occurs and the credits are applied. We could also face subscription terminations and a reduction in renewals, which could significantly affect both our current and future revenue. We offer multiple tiers of subscriptions to our products and, as such, our service-level commitments will increase if more customers choose higher tier subscriptions. Any service-level failures could also damage our reputation, which could also adversely affect our business, financial condition, and results of operations.

A real or perceived defect, security vulnerability, error, or performance failure in our Dot Cloud SaaS platform could cause us to lose revenue, damage our reputation, and expose us to liability, and our product liability insurance may not adequately protect us.

Our Dot Cloud SaaS platform is inherently complex and, despite extensive testing and quality control, has in the past contained and may in the future contain defects or errors, especially when first introduced, or not perform as contemplated. These defects, security vulnerabilities, errors, or performance failures could cause damage to our reputation, loss of customers or revenue, order cancellations, service terminations, or lack of market acceptance of our software. Our customers within the physical operations industry are particularly sensitive to the reliability of our products because a failure of a vehicle or piece of machinery connected to our solution could have a significant impact on their business or employees, including leading to death or serious bodily injury. As the use of our solution, including features and solutions that were recently developed, continues to expand to even more sensitive, secure, or mission-critical uses by our customers, we may be subject to increased scrutiny, potential reputational risk, or potential liability should our solution fail to perform as intended in such deployments. We have in the past needed, and may in the future need, to issue corrective releases to fix these defects, security vulnerabilities, errors or performance failures, which could require us to allocate significant research and development and customer support resources to address these problems. When required to correct device bugs or to implement proactive firmware updates to our devices, we have implemented over-the-air firmware updates to devices that are deployed in the field. If such updates do not perform as anticipated, they may prolong interruptions and performance problems and otherwise impact our reputation and relationship with our customers. Additionally, an improperly configured or deployed update may cause performance issues or disable certain devices in the field, as has occurred in the past. Such an error would require us to fix or replace such devices and may harm our relationship with the impacted customer or customers.

In addition, any data that we license from third parties for potential use in our solution may contain errors or defects, which could negatively impact the analytics that our customers perform on or with such data. This may have a negative impact on how our solution is perceived by our current and potential customers and could materially damage our reputation and brand.

Any limitation of liability provisions that may be contained in our customer, user, third-party vendor, service provider, and partner agreements may not be enforceable or adequate or effective as a result of existing or future applicable laws or unfavorable judicial decisions, and they may not function to limit our liability arising from regulatory enforcement or otherwise. The sale and support of our solution entail the risk of liability claims, which could be substantial in light of the use of our solution in enterprise-wide environments.

In addition, our insurance against this liability may not be adequate to cover a potential claim and may be subject to exclusions, including the possibility that the insurer will deny coverage as to any future claim or exclude from our coverage such claims in policy renewals. The denial of our claims by our insurers or the successful assertion of claims by others against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or coinsurance requirements, could have a material adverse effect on our business, financial condition, results of operations and reputation. Further, there are no assurances that adequate product liability insurance will continue to be available to us in the future on commercially reasonable terms or at all.

1823

Challenges in implementation or incorrect use of, or our customers’ failure to update, our solution could result in customer dissatisfaction and negatively affect our business and growth prospects.

Our solution is often operated in large scale, distributed IT environments, including across a wide array of devices and connected assets. Implementing our solutions in such environments can be a complex and lengthy process, particularly for certain of our customers who are less experienced with respect to the implementation of cloud-based platforms such as ours. Our customers and some partners require training and experience in the proper use of and the benefits that can be derived from our solution to maximize its potential. If users of our Dot Cloud SaaS platform do not implement, use, or update our Dot Cloud SaaS platform correctly or as intended, then inadequate performance and/or security vulnerabilities may result. Because our customers rely on our software and hardware to manage a wide range of operations, the incorrect implementation, use of, or our customers’ failure to update, our software and hardware or our failure to train customers on how to use our solution productively may result in customer dissatisfaction and negative publicity and may adversely affect our reputation and brand. Our failure to effectively provide training and implementation services to our customers could result in lost opportunities for follow-on sales to these customers and decreased subscriptions by new customers, which would adversely affect our business and growth prospects.

Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our business, financial condition, and results of operations.

We have in the past and may in the future seek to acquire or invest in businesses, joint ventures, and technologies that we believe could complement or expand our Dot Cloud SaaS platform, enhance our technology, or otherwise offer growth opportunities. Further, our anticipated proceeds from this offering increase the likelihood that we will devote resources to exploring larger and more complex acquisitions and investments than we have previously attempted. Any such acquisitions or investments may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel, or operations of any acquired companies, particularly if the key personnel of an acquired company choose not to work for us, their software is not easily adapted to work with our solution, or we have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise. Any such transactions that we are able to complete may not result in the synergies or other benefits we expect to achieve, which could result in substantial impairment charges. These transactions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our financial position, costs, and financial flexibility.

We may require additional capital to fund our business and support our growth, and any inability to generate or obtain such capital may adversely affect our business and financial condition.

In order to support our growth and respond to business challenges, such as developing new solutions or devices to stay competitive, acquiring new technologies, and improving our infrastructure, we have made significant financial investments in our business and we intend to continue to make such investments. As a result, we may or debt financings to provide the funds required for these investments and other business endeavors. If we raise additional funds through equity or convertible debt issuances, our existing stockholders may suffer significant dilution and these securities could have rights, preferences, and privileges that are superior to that of holders of our common stock. If we obtain additional funds through debt financing, the terms of such indebtedness may involve restrictive covenants making it difficult to engage in capital raising activities and pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired and our business and financial condition may be adversely affected.

We may not generate sufficient cash to service our indebtedness, and the terms of our new senior secured convertible facility could materially and adversely affect us.

Our ability to service, refinance, or otherwise meet our indebtedness depends on our financial condition, operating performance, access to capital markets, and broader economic and market conditions, many of which are beyond our control. There can be no assurance that our cash flows will be sufficient to satisfy scheduled payments as they come due.

On December 5, 2025, we entered into a senior secured convertible facility with upfront fees and immediate monthly amortization. Monthly installments must be funded primarily through draws on our equity line of credit and failure or inability to draw is an event of default. Issuances and sales under the equity line could increase selling pressure on our common stock and reduce our liquidity. Access to additional tranches is at the lender’s election and conditioned on continued exchange listing and specified price and volume thresholds, and therefore may not be available when needed.

Following an event of default and the effectiveness of a resale registration statement, the facility becomes convertible at a discounted, market-price-based formula, and we have issued (and may issue additional) warrants in connection with tranche fundings. Conversions and warrant exercises could be dilutive and push our stock price down. There can be no assurance that the market will absorb any such issuances without adverse price impact or that we will maintain the listing of our Common Stock.

The facility is secured by first-priority liens on substantially all of our assets and a pledge of subsidiary equity and provides accelerated remedies upon default, which could increase our obligations and facilitate enforcement. The facility also contains restrictive covenants that limit additional debt, liens, and securities issuances and require certain extraordinary receipts to prepay the loans, which could constrain our ability to raise capital or execute our strategy. In addition, legal, contractual, tax, or covenant restrictions may limit our subsidiaries’ ability to upstream cash to us.

Any of the foregoing, individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations, and cash flows, increase our cost of capital, reduce our financial flexibility, and negatively affect the market price and liquidity of our Common Stock.

We may be subject to product liability, warranty and recall claims that may increase the costs of doing business and adversely affect our business, financial condition, and results of operations.

We are subject to a risk of product liability or warranty claims if our Dot Cloud SaaS platform and our devices actually or allegedly fail to perform as expected or result, or are alleged to result, in bodily injury and/or property damage. Certain technologies incorporated in our devices may increase the risk profile of such devices. While we maintain what we believe to be reasonable insurance coverage to appropriately respond to such liability exposures, large product liability claims, if made, could exceed our insurance coverage limits and insurance may not continue to be available on commercially acceptable terms, if at all. There can be no assurance that we will not incur significant costs to defend these claims or that we will not experience any product liability losses in the future. In addition, if any of our devices are, or are alleged to be, defective, we may be required to participate in recalls and exchanges of such devices or customer claims against us. The future cost associated with providing product warranties and/or bearing the cost of repair or replacement of our products, or a refund of customer expenses, could exceed our historical experience and have a material adverse effect on our business, financial condition, and results of operations.

1925

As we launch our first family of hardware products, there is a heightened risk of product quality issues. As such, we are subject to a risk of product liability or warranty claims if our Dot Cloud Saas platform and our devices actually or allegedly fail to perform as expected or result, or are alleged to result, in bodily injury and/or property damage. Certain technologies incorporated in our devices may increase the risk profile of such devices. Our experienced team is working to mitigate any product quality issues but despite best efforts, it is historically most likely that issues will arise during this initial launch and stabilization period which extends through fiscal year 2025. While we maintain what we believe to be reasonable insurance coverage to appropriately respond to such liability exposures, large product liability claims, if made, could exceed our insurance coverage limits and insurance may not continue to be available on commercially acceptable terms, if at all. There can be no assurance that we will not incur significant costs to defend these claims or that we will not experience any product liability losses in the future. In addition, if any of our devices are, or are alleged to be, defective, we may be required to participate in recalls and exchanges of such devices or customer claims against us. The future cost associated with providing product warranties and/or bearing the cost of repair or replacement of our products, or a refund of customer expenses, could exceed our historical experience and have a material adverse effect on our business, financial condition, and results of operations.

If currency exchange rates fluctuate substantially in the future, the results of our operations, which are reported in U.S. dollars, could be adversely affected.

As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. Our international customer contracts are denominated in currencies other than the U.S. dollar. Changes in currency exchange rates over the course of customers’ contract terms may impact the amount of revenue we recognize from a customer from period to period, even in the absence of changes to that customer’s subscriptions. Additionally, currency fluctuations in certain countries and regions may negatively impact actual prices that customers and partners are willing to pay in those countries and regions. Further, we incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher, which could have a negative impact on our results of operations. Although we may in the future decide to undertake foreign exchange hedging transactions to cover a portion of our foreign currency exchange exposure, we currently do not hedge our exposure to foreign currency exchange risks.

Managing the supply of our devices is complex. Insufficient supply and inventory may result in lost sales opportunities or delayed revenue, while excess inventory may harm our gross margins.

Our third-party manufacturers and suppliers procure components for our devices based on our forecasts, and we generally do not hold significant inventory for extended periods of time. These forecasts are based on estimates of future demand for our products, which can be adjusted based on historical trends and analysis and for overall market conditions, and we cannot guarantee the accuracy of our forecasts. In order to reduce manufacturing lead times and plan for adequate component supply, from time to time we may issue forecasts for components and products that are non cancelable and nonreturnable.

Our inventory management systems and related supply chain visibility tools may be inadequate to enable us to forecast accurately and effectively manage supply of our devices. Supply management remains an increased area of focus as we balance the need to maintain supply levels that are sufficient to ensure competitive lead times against the risk of obsolescence because of rapidly changing technology and end-customer requirements. If we ultimately determine that we have excess supply, we may have to record a reserve for excess manufacturing costs or reduce our prices and write-down inventory, either of which in turn could result in lower gross margins. Alternatively, insufficient supply levels may lead to shortages that result in delayed revenue or loss of sales opportunities altogether as potential end customers are unable to access our Dot Cloud SaaS platform and, as a result, turn to competitors’ products that are readily available. Additionally, any increases in the time required to manufacture our devices or ship these devices could result in supply shortfalls. If we are unable to effectively manage our supply and inventory, our results of operations could be adversely affected.

2026

Our business may be materially and adversely impacted by U.S. and global market and economic conditions adverse to industries that depend on physical operations.

We generate our revenue from selling subscriptions to our solutions to industries that depend on physical operations. These industries include transportation, wholesale and retail trade, healthcare, transportation, aviation, construction, field services, logistics, utilities and energy, government, manufacturing, and others. Given the concentration of our business activities in these industries, we will be particularly exposed to certain economic downturns affecting these industries, in particular with respect to our fleet-focused solutions. U.S. and global market and economic conditions have been, and continue to be, disrupted and volatile. General business and economic conditions that could affect us and our customers include fluctuations in economic growth, debt and equity capital markets, liquidity of the global financial markets, the availability and cost of credit, investor and consumer confidence, and the strength of the economies in which we and our customers operate. A poor economic environment could result in significant decreases in demand for our Dot Cloud SaaS platform, including the delay or cancellation of current or anticipated customer engagements.

Operational challenges and volatile economic conditions have presented and may in the future present difficulties in our ability to timely collect accounts receivables from our customers due to their deteriorating financial condition. In addition, our existing customers may be acquired by or merged into other entities that use our competitors’ products, they may decide to terminate their relationships with us for other reasons, or they may go out of business, each of which would have an adverse effect on our future revenue.

Business disruptions could have serious adverse consequences on our future revenue and financial condition and result in losses that may not be covered by insurance.

Our operations, particularly our operations in Puerto Rico, could be subject to the impact of natural or man-made disasters or other business disruptions, which include, but are not limited to, earthquakes, hurricanes, typhoons, floods, water shortages, wildfires and fires, blizzards and other extreme weather conditions as well as power outages, telecommunications, transportation or infrastructure failure, cybersecurity incidents or physical security breaches related to such catastrophes, public health crises, such as pandemics and epidemics, and geopolitical conflicts, including acts of terrorism, war and civil disorder. We carry insurance against certain risks and in such amounts as we believe are customary for businesses of our kind. However, as the costs and availability of insurance change, we may decide not to be covered against certain losses, including losses resulting from such natural and man-made disasters or environmental liabilities where, in the judgment of management, the insurance is not warranted due to cost or availability of coverage or the remoteness of perceived risk. Furthermore, there are certain types of losses that are generally not insured because they are either uninsurable or not economically insurable. Moreover, the cost of insurance has increased significantly, including as a result of the impact of climate change and inflation, and we may not be able to obtain sufficient coverage at a reasonable cost to protect us against losses.

Our current operations are international in scope, and we plan further geographic expansion, creating a variety of operational challenges.

A component of our growth strategy involves the further expansion of our operations and customer base internationally. We are continuing to adapt to and develop strategies to address international markets, but there is no guarantee that such efforts will have the desired effect. For example, we anticipate that we will need to establish relationships with new partners in order to expand into certain countries, and if we fail to identify, establish, and maintain such relationships, we may be unable to execute on our expansion plans. We intend to increase the scope of our international activities as we continue to pursue opportunities in existing and new international markets, which will require significant dedication of management attention and financial resources.

2127

Our current and future international business and operations involve a variety of risks, including:

●

slower than anticipated availability and adoption of cloud and hybrid infrastructures by international businesses;

●

changes in a specific country’s or region’s political, economic, or legal and regulatory environment, including Brexit, pandemics, tariffs, export quotas, custom duties, trade disputes, tax laws and treaties, particularly due to economic tensions and trade negotiations or other trade restrictions, trade wars, or long-term environmental risks;

●

the need to adapt and localize our solution for specific countries;

●

greater difficulty collecting accounts receivable, longer sales and payment cycles, and different pricing environments;

●

new, evolving, potentially inconsistent and often more stringent regulations relating to privacy, data protection and data security and the unauthorized use of, or access to, commercial, biometric, and/or personal information, particularly in Europe;

●

differing labor regulations, including with respect to wage and hour laws, that make it harder to do business in certain regions such as Europe;

●

challenges inherent in efficiently managing, and the increased costs associated with, an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction;

●

difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems;

●

increased travel, real estate, infrastructure, legal and compliance costs associated with international operations;

●

increased financial accounting and reporting burdens and complexities;

●

currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future;

●

limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;

●

new and different sources of competition;

●

laws and business practices favoring local competitors or general market preferences for local vendors;

●

limited or insufficient intellectual property protection or difficulties obtaining, maintaining, protecting, or enforcing our intellectual property rights, including our trademarks and patents, or obtaining necessary intellectual property licenses from third parties;

●

political instability or terrorist activities;

●

pandemics or epidemics that could result in decreased economic activity in certain markets, decreased use of our products and services, or in our decreased ability to import, export, or sell our products and services to existing or new customers in international markets;

●

exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act (FCPA), U.S. domestic bribery laws, the UK Bribery Act, and similar laws and regulations in other jurisdictions;

●

burdens of complying with U.S. and non-U.S. export control laws and regulations, including Export Administration Regulations (EAR); or

●

burdens of complying with laws and regulations related to taxation; and regulations, adverse tax burdens, and foreign exchange controls that could make it difficult to repatriate earnings and cash.

If we invest substantial time and resources to further expand our international operations and are unable to do so successfully and in a timely manner, our business and results of operations will suffer.

Our wholly-owned subsidiary in Puerto Rico has been granted certain incentives under Act 60 (described below), and the validity of these incentives are conditioned on our continuous compliance with the terms and conditions of the grant.

Our Puerto Rican subsidiary has been granted various incentives under Act 60, including a reduced 1% income tax rate on its industrial development income and a 15 year exemption term from (i) December 23, 2024 for income tax purposes, (ii) January 1, 2024 for real and personal property tax purposes, and (iii) January 1, 2025 for municipal license tax purposes. The validity of these tax incentives is conditioned on our Puerto Rican subsidiary’s continuous compliance with the terms and conditions of the grant.

We have entered into, or expect to enter into, various arrangements with our subsidiary in Puerto Rico regarding the intercompany provision of services. Applicable taxing authorities could challenge the prices for these services.

We have entered into, or intend to enter into, several contractual arrangements with our Puerto Rican subsidiary. We have made, or intend to make, loans to our Puerto Rican subsidiary and charge market-rate interest on those loans. Our Puerto Rican subsidiary is expected to pay us for corporate services and to pay us royalties in exchange for the use of certain intellectual property. We intend to use valid pricing methodologies to establish arm’s length prices for these arrangements. However, a taxing authority could challenge whether the terms of these arrangements are arm’s length and could require us to make a “transfer pricing” adjustment and assess us for additional taxes. Additionally, under applicable United States tax laws, income of the Puerto Rican subsidiary may be taxable to us on a current basis, even if cash is not distributed from the subsidiary. If our “transfer pricing” is challenged, it could increase the amount of such taxable income. Similar concerns should be expected to apply to our planned subsidiaries in Europe and India, if and when established.

Legal, Regulatory or Compliance Risks

Changes in applicable tax laws, regulations or administrative interpretations thereof may materially adversely affect our financial condition, results of operations and cash flows.

We could be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof. For example, the U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”), enacted in December 2017, resulted in fundamental changes to the Code, including, among many other things, a reduction to the federal corporate income tax rate, a limitation on the deductibility of business interest expense, a limitation on the deductibility of certain director and officer compensation expense, limitations on the use of net operating loss carrybacks and carryovers and changes relating to the scope and timing of U.S. taxation on earnings from international business operations. Subsequent legislation, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), enacted on March 27, 2020, relaxed certain of the limitations imposed by the TCJA for certain taxable years, including the limitation on the use and carryback of net operating losses and the limitation on the deductibility of business interest expense. The exact impact of the TCJA and the CARES Act for future years is difficult to quantify, but these changes could materially adversely affect holders of our Common Stock or the Company. In addition, on August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which among other things, imposes a 1% excise tax on the fair market value of stock repurchased by “covered corporations” beginning in 2023. The U.S. Department of the Treasury and the Internal Revenue Service have issued final regulations under Section 4501 that, among other things, define the scope of a “repurchase,” set out an exclusive list of section 317(b) redemptions that are not repurchases, identify transactions treated as economically similar, and describe transactions that are not repurchases. Taxpayers are required to apply these rules in determining whether and to what extent any stock buybacks are subject to the excise tax. Other changes could be enacted in the future to increase the corporate tax rate, limit further the deductibility of interest or effect other changes that could have a material adverse effect on the Company’s business, results of operations and financial condition. Such changes could also include increases in state taxes and other changes to state tax laws to replenish state and local government finances depleted by costs attributable to the COVID-19 pandemic and the reduction in tax revenues due to the accompanying economic downturn.

In addition, our effective tax rate and tax liability are based on the application of current income tax laws, regulations, and treaties. These laws, regulations and treaties are complex, and the manner in which they apply to us and our diverse set of business arrangements is often open to interpretation. Significant management judgment is required in determining the Company’s provision for income taxes, its deferred tax assets and liabilities and any valuation allowance recorded against its net deferred tax assets. The tax authorities could challenge our interpretation of laws, regulations, and treaties, resulting in additional tax liability or adjustment to its income tax provision that could increase its effective tax rate. Changes to tax laws may also adversely affect our ability to attract and retain key personnel.

Failure to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.

We operate a global business and may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We are subject to the Foreign Corrupt Practices Act, or the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act, and possibly other anti-bribery and anti-money laundering laws in countries in which we conduct activities. These laws that prohibit companies and their employees and third-party intermediaries from corruptly promising, authorizing, offering, or providing, directly or indirectly, improper payments or anything of value to foreign government officials, political parties, and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. In many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable laws and regulations. We face significant risks if we or any of our directors, officers, employees, agents or other parties or representatives fail to comply with these laws and governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, results of operations and financial condition.

2330

We have begun to implement an anti-corruption compliance program and policies, procedures and training designed to foster compliance with these laws; however, our employees, contractors, and agents, and companies to which we outsource some of our business operations, may take actions in violation of our policies or applicable law. Any such violation could have an adverse effect on our reputation, business, operating results and prospects.

Any violation of the FCPA, other applicable anti-corruption laws, or anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal, or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, operating results, and prospects. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

The federal government or independent standards organizations may implement significant regulations or standards that could adversely affect our ability to produce or market our products.

Our products transmit radio frequency waves, the transmission of which is governed by the rules and regulations of the Federal Communications Commission (FCC), as well as other federal and state agencies. Our ability to design, develop and sell our products will continue to be subject to these rules and regulations, as well as many other federal, state, local and foreign rules and regulations, for the foreseeable future.

In addition, our Dot Cloud SaaS platform may become subject to independent industry standards. The implementation of unfavorable regulations or industry standards, or unfavorable interpretations of existing regulations by courts or regulatory bodies, could require us to incur significant compliance costs, cause the development of the affected products to become impractical, or otherwise adversely affect our ability to produce or market our solution. The adoption of new industry standards applicable to our products may require us to engage in rapid product development efforts that would cause us to incur higher expenses than we anticipated. In some circumstances, we may not be able to comply with such standards, which could materially and adversely affect our ability to generate revenues through the sale of our products.

Failure to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business.

Our business is subject to regulation by various federal, state, local, and foreign governmental agencies, including agencies responsible for monitoring and enforcing compliance with various legal obligations, covering topics including privacy and data protection, telecommunications, intellectual property, employment and labor, workplace safety, the environment, consumer protection, governmental trade sanctions, import and export controls, anti-corruption and anti-bribery, securities, and tax. In certain jurisdictions, these regulatory requirements may be more stringent than in the United States. These laws and regulations impose added costs on our business. Noncompliance with applicable regulations or requirements could subject us to:

●

investigations, enforcement actions, and sanctions;

●

mandatory changes to our solutions and services;

●

disgorgement of profits, fines, and damages;

●

civil and criminal penalties or injunctions;

●

claims for damages by our customers or channel partners;

●

termination of contracts;

●

loss of intellectual property rights; and

●

temporary or permanent debarment from sales to government organizations.

2431

If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, financial condition, and results of operations could be adversely affected. In addition, responding to any action will likely result in a significant diversion of our management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm our business, financial condition, and results of operations.

Additionally, companies in the technology industry have recently experienced increased regulatory scrutiny. Any reviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to our business practices, and other penalties, which could negatively affect our business and results of operations. Changes in social, political, and regulatory conditions or in laws and policies governing a wide range of topics may cause us to change our business practices. Further, our expansion into a variety of new use cases for our solutions could also raise a number of new regulatory issues. These factors could materially and adversely affect our business, financial condition, and results of operations.

Our failure to comply with the requirements of applicable environmental legislation and regulation could have a material adverse effect on our revenue and profitability.

Production and marketing of products in certain states and countries may subject us to environmental and other regulations. In addition, certain states and countries may pass new regulations requiring our products to meet certain requirements to use environmentally friendly components. For example, the European Union has issued two directives relating to chemical substances in electronic products. The Waste Electrical and Electronic Equipment Directive (WEEE) makes producers of certain electrical and electronic equipment financially responsible for the collection, reuse, recycling, treatment and disposal of equipment placed in the European Union market. The Restrictions of Hazardous Substances Directive (RoHS) bans the use of certain hazardous materials in electrical and electronic equipment which are put on the market in the European Union. In the future, various countries, including the United States or other state or local governments, may adopt further environmental compliance programs and requirements. If we fail to comply with these regulations in connection with the manufacture of our devices, we may face regulatory fines, changes to our business practices, and other penalties, and may not be able to sell our devices in jurisdictions where these regulations apply, which could have a material adverse effect on our revenue and profitability.

We are subject to stringent and changing laws, regulations, standards, and contractual obligations related to privacy, data protection, and data security. Any actual or perceived failure to comply with such obligations could harm our business. We receive, collect, store, process, transfer, and use personal information and other data relating to users of our solutions, our employees and contractors, and other persons. For example, certain of our solutions collect and store facial recognition data, which is subject to heightened sensitivity and regulation. We have legal and contractual obligations regarding the protection of confidentiality and appropriate use of certain data, including facial recognition data and other personal information. We are subject to numerous federal, state, local, and international laws, directives, and regulations regarding privacy, data protection, and data security and the collection, storing, sharing, use, processing, transfer, disclosure, and protection of personal information and other data, the scope of which are changing, subject to differing interpretations, and may be inconsistent across jurisdictions or conflict with other legal and regulatory requirements. We are also subject to certain contractual obligations to third parties related to privacy, data protection and data security. We strive to comply with our applicable policies and applicable laws, regulations, contractual obligations, and other legal obligations relating to privacy, data protection, and data security to the extent possible. However, the regulatory framework for privacy, data protection and data security worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that we do not anticipate or that is inconsistent from one jurisdiction to another and may conflict with other legal obligations or our practices. Further, any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security or disclosure of data, or their interpretation, or any changes regarding the manner in which the consent of users or other data subjects for the collection, use, retention or disclosure of such data must be obtained, could increase our costs and require us to modify our solutions, possibly in a material manner, which we may be unable to complete, and may limit our ability to store and process user data or develop new solutions and features.

2532

We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions. For example, the data protection landscape in Europe is currently evolving, resulting in possible significant operational costs for internal compliance and risks to our business. The European Union adopted the General Data Protection Regulation (GDPR), which became effective in May 2018, and contains numerous requirements and changes from previously existing European Union laws, including more robust obligations on data processors and heavier documentation requirements for data protection compliance programs by companies. Among other requirements, the GDPR regulates the transfer of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States. Failure to comply with the GDPR could result in penalties for noncompliance. The United Kingdom enacted legislation that substantially implements the GDPR and provides for substantial penalties in a manner similar to the GDPR. It is unclear how United Kingdom data protection laws or regulations will develop in the medium to longer term and how data transfers to and from the United Kingdom will be regulated. Further, some countries also are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services.

Various United States privacy laws are potentially relevant to our business, including the Federal Trade Commission Act, Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act), and the Telephone Consumer Protection Act. Any actual or perceived failure to comply with these laws could result in a costly investigation or litigation resulting in potentially significant liability, loss of trust by our users, and a material and adverse impact on our reputation and business.

Additionally, in June 2018, California passed the California Consumer Privacy Act (CCPA), which provides new data privacy rights for California consumers and new operational requirements for covered companies. Specifically, the CCPA provides that covered companies must provide new disclosures to California consumers and afford such consumers new data privacy rights that include the right to request a copy from a covered company of the personal information collected about them, the right to request deletion of such personal information, and the right to request to opt-out of certain sales of such personal information. The CCPA became operative on January 1, 2020. The California Attorney General can enforce the CCPA, including seeking an injunction and civil penalties for violations. The CCPA also provides a private right of action for certain data breaches that is expected to increase data breach litigation. The CCPA may require us to modify our data practices and policies and to incur substantial costs and expenses in an effort to comply. A new privacy law, the California Privacy Rights Act (CPRA), was approved by California voters in the November 3, 2020 election and went into effect on January 1, 2023. The CPRA significantly modified the CCPA, resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. A number of other states, such as Illinois, Texas, Washington, Virginia and Colorado, have implemented, or are considering implementing, their own versions of privacy legislation, which could increase our potential liability and cause us to incur substantial costs and expenses in an effort to comply and otherwise adversely affect our business. Some of those laws, including Illinois’ Biometric Information Privacy Act, also provide consumers with a private right of action for certain violations and large potential statutory damages awards.

Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or data security, may result in governmental investigations or enforcement actions, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, other obligations, and policies that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for, our solution. Additionally, if third parties we work with violate applicable laws, regulations or contractual obligations, such violations may put our users’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Further, public scrutiny of, or complaints about, technology companies or their data handling or data protection practices, even if unrelated to our business, industry or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.

2633

A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks.

Sales to government entities are subject to a number of risks. Selling to government entities can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Despite our efforts, we may not be able to obtain the requisite certifications to sell to certain government entities, and government certification requirements for products like ours may change, thereby restricting our ability to sell to the U.S. federal government, state governments, or non-U.S. government sectors until we have attained the appropriate certification. Government demand and payment for our products may be affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our products. Additionally, any actual or perceived privacy, data protection, or data security incident, or even any perceived defect with regard to our practices or measures in these areas, may negatively impact public sector demand for our products.

Government entities may have statutory, contractual, or other legal rights to terminate contracts with us for convenience or due to a default, and any such termination may adversely affect our future results of operations. Governments routinely investigate and audit government contractors, and any unfavorable audit could result in the government refusing to continue buying our subscriptions, a reduction of revenue, or fines or civil or criminal liability if the audit uncovers improper or illegal activities, which could materially and adversely affect our business, financial condition, and results of operations.

Failure to comply with laws, regulations, or contractual provisions applicable to our business could cause us to lose government customers or our ability to contract with the U.S. and other governments.

As a government contractor, we must comply with laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts and inclusion on government contract vehicles, which affect how we and our partners do business with government agencies. As a result of actual or perceived noncompliance with government contracting laws, regulations, or contractual provisions, we may be subject to audits and internal investigations which may prove costly to our business financially, divert management time, or limit our ability to continue selling subscriptions to our solution to our government customers. These laws and regulations may impose other added costs on our business, and failure to comply with these or other applicable regulations and requirements, including non-compliance in the past, could lead to claims for damages from our channel partners, penalties, and termination of contracts and suspension or debarment from government contracting for a period of time with government agencies. Any such damages, penalties, disruption, or limitation in our ability to do business with a government could materially and adversely impact our business, results of operations, financial condition, public perception, and growth prospects.

We are required to comply with governmental export control, economic sanctions and import laws and regulations. Our failure to comply with these laws and regulations could have an adverse effect on our business, financial condition, and results of operations.

Exports, reexports and certain transfers of our solution, including the underlying technology and source code and products, may be subject to governmental, including United States and European Union, export control and economic sanctions laws and regulations. Certain of our products, technologies, and services are, and may in the future be, subject to the EAR. U.S. export control laws and regulations and economic sanctions include various restrictions and license requirements, including prohibiting the shipment of certain products, technology, software and services to U.S. embargoed or sanctioned countries, governments, and persons. Complying with export control, economic sanctions and import laws and regulations for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. While we take precautions to prevent our platform, products, services, technology and software from being exported, reexported or transferred in violation of these laws, if we were to fail to comply with U.S. export laws, U.S. Customs regulations and import regulations, U.S. economic sanctions, and other countries’ import and export laws, we could be subject to substantial civil and criminal penalties, including fines for the company and incarceration for responsible employees and managers, and the possible loss of export privileges.

Additionally, the export control laws and regulations impose licensing, filing and reporting requirements on encryption and products, technologies and software that incorporate or use certain encryption. We incorporate encryption technology into certain of our products and our products, software and technology may require export authorization including by license, a license exception or other appropriate government authorization for export, reexport or transfer outside of the United States. In addition, various countries regulate the import of certain encryption technology, including import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our products or could limit our customers’ ability to implement our products in those countries. We cannot assure you that inadvertent violations of such laws have not occurred or will not occur in connection with the distribution of our products and services despite the precautions we take. Governmental regulation of encryption technology and regulation of imports or exports, or our failure to obtain any required import or export approval for our products, technology, software, services or platform could harm our international sales and adversely affect our results of operations.

2734

Further, if our channel or other partners fail to obtain any appropriate import, export, or re-export licenses or permits, we may also be harmed, become the subject of government investigations or penalties, and incur reputational harm. In addition, access to our supply chain in China may be further restricted by future U.S. actions taken against China, such as Chinese suppliers being targeted by U.S. sanctions or being added to lists of denied persons maintained by the U.S. Department of Commerce Bureau of Industry and Security (BIS). Changes in our platform, products, services, technology and software or changes in export and import regulations may create delays in the introduction of our Dot Cloud SaaS platform in international markets, prevent our customers with international operations from deploying our platform globally or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether. Any change in export or import laws or regulations, economic sanctions, or related legislation, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons, or technologies targeted by such laws and regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell subscriptions to our platform to, existing or potential customers with international operations. Any decreased use of our platform, products, services, technology and software or limitation on our ability to export or sell our platform would likely harm our business, financial condition, and results of operations.

Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our products.

We are subject to requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 that require us to conduct due diligence on and disclose whether or not our products contain conflict minerals as defined under these provisions. The implementation of these requirements could adversely affect the sourcing, availability, and pricing of the materials used in the manufacture of components used in our devices. In addition, we incur additional costs to comply with the disclosure requirements, including costs related to conducting diligence procedures to determine the sources of minerals that may be used in or necessary for the production of our devices and, if applicable, potential changes to devices, processes, or sources of supply as a consequence of such due diligence activities. It is also possible that we may face reputational harm if we determine that certain of our devices contain minerals not determined to be conflict-free or if we are unable to alter our products, processes, or sources of supply to avoid such materials.

Regulation changes in the use of artificial intelligence are unpredictable and therefore we are not able to accurately predict how potential regulatory changes in artificial intelligence space may affect our current and future offerings.

Artificial intelligence (“AI”) is enabled by or integrated into some of our existing solutions and may play an increased role in our future offerings. The use of AI is a topic that has attracted the attention of lawmakers and regulators recently. It is hard to predict, especially in a presidential election year, what changes may come in this area in the near future. We encourage all investors to be vigilant to public policy developments in this area and will report on applicable constraints as they potentially emerge.

We may face fines, penalties, or other costs, either directly or vicariously, if any of our partners, resellers, contractors, vendors or other third parties fail to adhere to their compliance obligations under our policies and applicable law.

We use a number of third parties to perform services or act on our behalf in areas like sales, network infrastructure, administration, research, and marketing. It may be the case that one or more of those third parties fail to adhere to our policies or violate applicable federal, state, local, and international laws, including but not limited to, those related to corruption, bribery, economic sanctions, and export/import controls. Despite the significant efforts in asserting and maintaining control and compliance by these third parties, we may be held fully liable for third parties’ actions as fully as if they were a direct employee of ours. Such liabilities may create harm to our reputation, inhibit our plans for expansion, or lead to extensive liability either to private parties or government regulators, which could adversely impact our business, financial condition, and results of operations.

2835

Risks Related to Cybersecurity and Technology

Security incidents or real or perceived errors, failures or bugs in our systems or our website could impair our operations, result in loss of personal customer information, damage our reputation, and brand, and harm our business and operating results.

Our continued success is dependent on our systems, applications, and software continuing to operate and to meet the changing needs of our customers and users. We rely on our technology and engineering staff and vendors to successfully implement changes to and maintain our systems and services in an efficient and secure manner. Like all information systems and technology, our website may contain material errors, failures, vulnerabilities or bugs, particularly when new features or capabilities are released, and may be subject to computer viruses or malicious code, break-ins, phishing impersonation attacks, attempts to overload our servers with denial-of-service or other attacks, ransomware and similar incidents or disruptions from unauthorized use of our computer systems, as well as unintentional incidents causing data leakage, any of which could lead to interruptions, delays or website or online app shutdowns, or could cause loss of critical data or the unauthorized disclosure, access, acquisition, alteration or use of personal or other confidential information.

If we experience compromises to our security that result in technology performance, integrity, or availability problems, the complete shutdown of our website or the loss or unauthorized disclosure, access, acquisition, alteration or use of confidential information, customers may lose trust and confidence in us, and customers may decrease the use of our website or stop using our website entirely. Because the techniques used to obtain unauthorized access, disable, or degrade service, or sabotage systems change frequently, often they are not recognized until launched against a target, and may originate from less regulated and remote areas around the world, we may be unable to proactively address these techniques or to implement adequate preventative measures. Even if we take steps that we believe are adequate to protect us from cyber threats, hacking against our competitors or other companies could create the perception among our customers or potential customers that our website is not safe to use.

A significant impact on the performance, reliability, security, and availability of our systems, software, or services may harm our reputation, impair our ability to operate, retain existing customers or attract new customers, and expose us to legal claims and government action, each of which could have a material adverse impact on our financial condition, results of operations, and growth prospects.

We are fundamentally in the data business, and as such have taken steps to use leading edge encryption and security measures in our IT deployments. However, the risk is real that our systems could be penetrated and cause business disruption and damage our brand in the marketplace.

2936

If we experience a security breach or incident affecting our customers’ assets or data, our data or devices, our Dot Cloud SaaS platform, or other systems, our Dot Cloud SaaS platform may be perceived as not being secure, our reputation may be harmed and our business could be materially and adversely affected.

As part of our business, we process, store, and transmit our customers’ information and data as well as our own, including in our Dot Cloud SaaS platform, networks, and other systems, and we rely on third parties that are not directly under our control to do so as well. We and many of our third-party partners, including our service providers, have security measures and disaster response plans in place to help protect our customers’ data, our data, our solution, and other systems against unauthorized access. However, we cannot assure you that these security measures and disaster response plans will be adequate or effective against all security threats, including those from malicious insiders, ransomware and other malware, denial of service and other attacks, and natural disasters and other sources of disruptions to the operation of our Dot Cloud SaaS platform or our or our third-party partners’ other operations, including power outages and telecommunications and other failures. Our or our third-party partners’ systems and security measures may be breached or otherwise fail as a result of malicious insiders or third-party action, including intentional misconduct by computer hackers, phishing and other means of social engineering, including fraudulent inducement of employees or customers to disclose sensitive information such as usernames or passwords, and employee error or malfeasance. Advances in computer capabilities, new technological discoveries or other developments may result in cyberattacks becoming more sophisticated and more difficult to detect. Any such breach or failure could result in the loss, corruption, or unavailability of data or someone acquiring our or our customers’ data or obtaining unauthorized access to our customers’ data, our data, our Dot Cloud SaaS platform, or other systems. Because a security breach could materialize and techniques used by malicious actors continue to evolve, we and our third-party partners may be unable to anticipate security breaches and implement adequate preventative measures. We incur significant costs in our efforts to detect and prevent security breaches and other security-related incidents and we expect to incur additional costs in connection with improvements to our systems and processes to prevent further breaches and incidents. In the event of a future breach or incident, we could be required to expend additional significant capital and other resources in an effort to prevent further breaches or incidents, which may require us to divert substantial resources. Moreover, we could be required or otherwise find it appropriate to expend significant capital and other resources to respond to, notify third parties of, and otherwise address the incident or breach and its root cause. Each of these could require us to divert substantial resources.

Third parties may also conduct attacks designed to temporarily deny customers access to our Dot Cloud SaaS platform or to disrupt or otherwise impede such access or our solutions’ performance. Any actual or perceived security breach or incident affecting our Dot Cloud SaaS platform or operations, or data we or our service providers process or maintain, denial of service attack or other disruption to our Dot Cloud SaaS platform could result in a loss of customer confidence in the security or integrity of our solution and damage to our brand and reputation, reduce the demand for our solution, disrupt our normal business operations, require us to spend material resources to correct the breach or incident and otherwise respond to it, expose us to legal liabilities including claims and litigation by private parties, regulatory investigations and other proceedings, and indemnity obligations, and materially and adversely affect our financial condition and results of operations. These risks will increase as we continue to grow the scale and functionality of our Dot Cloud SaaS platform and as we process, store, and transmit increasingly large amounts of information and data, which may include proprietary or confidential data or personal or identifying information. Our liability in connection with any security breaches, incidents, cyberattacks or other disruptions to our solution or operations may not be adequately covered by insurance, and such events may result in an increase in our costs for insurance or insurance not being available to us on economically feasible terms, or at all. Insurers may also deny us coverage as to any future claim. Any of these results could harm our growth prospects, financial condition, business and reputation.

Abuse or misuse of our internal platform controls and system tools could cause significant harm to our business and reputation.

In order to provide real-time support to our customers, we have created internal platform controls and system tools that are used by our employees to diagnose and correct customer issues. If our employees were to intentionally abuse these platform controls and system tools, for example, by interfering with or altering our devices or our customers’ connected assets and accessing our customers’ data, or otherwise violate company policies, our customers could be significantly harmed. For example, our employees have historically had access to customers’ data, and although we have implemented greater access controls over time, such controls may not ensure that our employees’ use of customers’ data is in all cases appropriate. Any abuse or misuse by our employees of our internal platform controls and system tools, even if inadvertent, could result in potential legal liability and reputational damage to both our customers and us. Accordingly, any improper conduct, abuse or misuse, intentional or otherwise, of our platform controls and system tools could significantly and adversely harm our business and reputation.

3037

Business disruptions or performance problems associated with our technology and infrastructure, including interruptions, delays, or failures in service from our third-party data center hosting facilities and other third-party services, could adversely affect our results of operations.

Continued adoption of our solution depends in part on the ability of our existing and potential customers to access our solution within a reasonable amount of time. We have experienced, and may in the future experience, disruptions, data loss, outages, and other performance problems with our solution and infrastructure due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints, or other security-related incidents. If our solution is unavailable or if our users and customers are unable to access our solution within a reasonable amount of time, or at all, we may experience a decline in renewals, damage to our brand, or other harm to our business. The impact upon our customers may be further heightened by the nature of our solution connecting to their physical infrastructure, which may impede or harm their fleet, equipment, sites or other physical operations. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, financial condition, and results of operations could be adversely affected.

A significant portion of our critical business operations are concentrated in the United States and are supported by third-party hosting facilities. We are an automated business, and a disruption or failure of our systems, or of the third-party hosting facilities and other third-party services that we use, could cause delays in completing sales and providing services. For example, from time to time, our data center hosting facilities have experienced outages. Such disruptions or failures could also include a major earthquake, blizzard, fire, cyber-attack, act of terrorism, or other catastrophic event, or a decision by one of our third-party service providers to close facilities that we use without adequate notice, or other unanticipated problems with the third-party services that we use, including a failure to meet service standards.

Interruptions or performance problems with either our technology and infrastructure or our data center hosting facilities could, among other things:

●

result in the destruction or disruption of any of our critical business operations, controls, or procedures or information technology systems;

●

severely affect our ability to conduct normal business operations;

●

result in a material weakness in our internal control over financial reporting;

●

cause our customers to terminate their subscriptions;

●

result in our issuing credits or paying penalties or fines;

●

harm our brand and reputation;

●

adversely affect our renewal rates or our ability to attract new customers; or

●

cause our solution to be perceived as not being secure.

Any of the above could adversely affect our business, financial condition, and results of operations.

We may be unable to prevent or address the misappropriation of our data.

From time to time, third parties may misappropriate our data through website scraping, robots or other means and aggregate this data on their websites with data from other companies. In addition, copycat websites or online apps may misappropriate data and attempt to imitate our brand or the functionality of our website. If we become aware of such websites or online apps, we intend to employ technological or legal measures in an attempt to halt their operations. However, we may be unable to detect all such websites or online apps in a timely manner and, even if we could, technological and legal measures may be insufficient to halt their operations. In some cases, particularly in the case of websites or online apps operating outside of the United States, our available remedies may not be adequate to protect us against the effect of the operation of such websites or online apps. Regardless of whether we can successfully enforce our rights against the operators of these websites or online apps, any measures that we may take could require us to expend significant financial or other resources, which could harm our business, results of operations or financial condition. In addition, to the extent that such activity creates confusion among consumers or advertisers, our brand and business could be harmed.

3138

We rely on third-party software for certain essential financial and operational services, and a failure or disruption in these services could materially and adversely affect our ability to manage our business effectively.

We rely on third-party software to provide many essential financial and operational services to support our business, including enterprise resource planning, customer relationship management, and human capital management. Many of these vendors are less established and have shorter operating histories than traditional software vendors. Moreover, many of these vendors provide their services to us via a cloud-based model instead of software that is installed on our premises. As a result, we depend upon these vendors to provide us with services that are always available and are free of errors or defects that could cause disruptions in our business processes. Any failure by these vendors to do so, or any disruption in our ability to access the Internet, would materially and adversely affect our ability to effectively manage our operations.

Failure to protect our proprietary technology and intellectual property rights could substantially harm our business and results of operations.

Our success depends to a significant degree on our ability to protect our proprietary technology, methodologies, know-how, and branding. We rely on a combination of trademarks, copyrights, patents, trade secrets and other intellectual property laws, contractual restrictions, and technical organizational security and confidentiality procedures to establish and protect our proprietary rights. However, the steps we take to protect our intellectual property rights may be limited or inadequate. For instance, we will not be able to protect our intellectual property rights if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property rights, or unauthorized or unlawful use of our software, technology or intellectual property rights. We also cannot guarantee that our intellectual property rights will provide competitive advantages to us, that our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our relationships with third parties, that any of our pending or future patent applications will have the coverage originally sought, or that we will not lose the ability to assert our intellectual property rights against or to license our technology to others and collect royalties or other payments. Further, the laws of some countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate.

In addition, despite our precautions, it may be possible for unauthorized third parties to copy our products, use information that we regard as proprietary to create offerings that compete with ours, or infringe upon or misappropriate our intellectual property. There is also no guarantee that third parties will abide by the terms of our agreements or that we will be able to adequately enforce our contractual rights. We may also be unable to prevent third parties from acquiring or using domain names or trademarks that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights, thereby impeding our ability to build brand identity and possibly leading to potential confusion in the market and damage to our reputation and business.

If we fail to protect our intellectual property rights adequately, our competitors or other third parties may gain access to our proprietary technology and our business may be harmed. In addition, defending our intellectual property rights might entail significant resources and expenses, as detailed below.

There can be no assurance that our patents or patent applications will be enforceable or otherwise upheld as valid.

Any patents, trademarks, or other intellectual property rights that we have obtained or may obtain may be challenged by others or invalidated, circumvented, abandoned or lapse. As of September 30, 2024, our patent portfolio consisted of 2 issued U.S. patents, and 1 U.S. patent applications pending for examination. As of September 30, 2024, we did not have any non-U.S. patents or patent applications. There can be no assurance that our patent applications will result in issued patents. Even if we continue to seek patent protection in the future, we may be unable to obtain further patent protection for our technology. There can also be no assurance that our patents or application will be equally enforceable or otherwise protected by the laws of non-U.S. jurisdictions.

In addition, given the costs, effort, risks and downside of obtaining patent protection, including the requirement to ultimately disclose the invention to the public, we may choose not to seek patent protection for certain innovations; however, such patent protection could later on prove to be important to our business. Further, any patents may not provide us with competitive advantages, or may be successfully challenged by third parties. Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain.

3239

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

To protect our trade secrets, confidential information and distribution of our proprietary information, we generally enter into confidentiality, non-compete, proprietary, and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with other parties. We also have entered into confidentiality agreements to protect our confidential information delivered to third parties for research and other purposes. No assurance can be given that these agreements will be effective in controlling access to trade secrets, confidential information and distribution of our proprietary information, especially in certain U.S. states and countries that are less willing to enforce such agreements. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products. In addition, others may independently discover our trade secrets and confidential information, and in such cases we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our trade secret rights and related confidentiality and nondisclosure provisions, and failure to obtain or maintain trade secret protection, or our competitors’ obtainment of our trade secrets or independent development of unpatented technology similar to ours or competing technologies, could adversely affect our competitive business position.

In order to protect our intellectual property rights and proprietary technology, we may be required to spend significant resources to monitor and protect our intellectual property rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our intellectual property. Further, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our intellectual property rights and proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our products, impair the functionality of our products, delay introductions of new products, result in our substituting inferior or more costly technologies into our products, or injure our brand and reputation.

We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.

Third parties may in the future claim that our operations and solutions infringe their intellectual property rights, and such claims may result in legal claims against our customers and us. These claims may damage our brand and reputation, harm our customer relationships, and result in liability for us. We expect the number of such claims will increase as the number of solutions and the level of competition in our market grows, the functionality of our solution overlaps with that of other products and services, and the volume of issued patents and patent applications continues to increase. We may have agreed in certain customer contracts to indemnify customers, and have accepted tenders for indemnification from certain of such customers, for expenses or liabilities they incur as a result of third-party intellectual property infringement claims associated with our solution. To the extent that any claim arises as a result of third-party technology we use in our solutions, we may be unable to recover from the appropriate third party any expenses or other liabilities that we incur.

Companies in the software and technology industries, including some of our current and potential competitors, own patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them than we do. Furthermore, patent holding companies, non-practicing entities, and other patent owners that are not deterred by our existing intellectual property protections may seek to assert patent claims against us. Third parties may assert patent, copyright, trademark, or other intellectual property rights against us, our channel partners, our technology partners, or our customers. We may be subject to litigation in the future, that claims we have misappropriated, misused, or infringed other parties’ intellectual property rights, and, to the extent we gain greater market visibility, we face a higher risk of being the subject of intellectual property infringement claims, which is not uncommon in our industry. These and other possible disagreements could lead to delays in the collaborative research, development or commercialization of our solutions, or could require or result in costly and time-consuming litigation that may not be decided in our favor. Any such event could materially and adversely affect our financial condition and results of operations.

There may be third-party intellectual property rights, including issued or pending patents, that cover significant aspects of our technologies or business methods. In addition, if we acquire or license technologies from third parties, we may be exposed to increased risk of being the subject of intellectual property infringement due to, among other things, our lower level of visibility into the development process with respect to such technology and the care taken to safeguard against infringement risks. These claims may damage our brand and reputation, harm our customer relationships, and create liability for us.

3340

Any intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate, and could divert our management’s attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights, and may require us to indemnify our customers for liabilities they incur as a result of such claims. These claims could also result in our having to stop using technology found to be in violation of a third party’s rights. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license were available, we could be required to pay significant royalties, which would increase our operating expenses. Alternatively, we could be required to develop alternative non-infringing technology, which could require significant time, effort, and expense, and may affect the performance or features of our solution. If we cannot license or develop alternative non-infringing substitutes for any infringing technology used in any aspect of our business, we would be forced to limit or stop sales of our solution and may be unable to compete effectively. Any of these results would adversely affect our business operations and financial condition.

Our exposure to risks associated with the use of intellectual property may be increased as a result of acquisitions.

Our exposure to risks associated with the use of intellectual property may be increased as a result of acquisitions, as we have a lower level of visibility into the development process with respect to acquired technology or the care taken to safeguard against infringement risks. Third parties may make infringement and similar or related claims after we have acquired technology that had not been asserted prior to our acquisition. Any of these results would harm our business, results of operations and financial condition. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.

Issues in the use of artificial intelligence (“AI”) in our solution may result in reputational harm or liability.

AI is enabled by or integrated into some of our existing solutions and may play an increased role in our future offerings. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms may be flawed. Datasets may be insufficient, of poor quality, or contain biased information. Inappropriate or controversial data practices by data scientists, engineers, and end-users of our systems could impair the acceptance of AI solutions. If the recommendations, forecasts, or analyses that AI applications assist in producing are or are alleged to be deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. Some AI scenarios may also present ethical issues. Though our business practices are designed to mitigate many of these risks, if we enable or offer AI solutions that are controversial because of their purported or real impact on human rights, privacy, employment, or other social issues, we may experience brand or reputational harm.

Our use of open source software could negatively affect our ability to sell subscriptions to our Dot Cloud SaaS platform and subject us to possible litigation.

Our Dot Cloud SaaS platform incorporates open source software, and we expect to continue to incorporate open source software in our Dot Cloud SaaS platform in the future. Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our solution or other products we may develop in the future. We also rely upon third-party, non-employee contractors to perform certain development services on our behalf, and we cannot be certain that such contractors will comply with our review processes or not incorporate software code made available under open source licenses into our proprietary code base.

We may be found to have used open source software in our software in a manner that is inconsistent with the terms of the applicable license or our current policies and procedures. For example, certain kinds of open source licenses may require that any person who creates a product or service that contains, links to, or is derived from software that was subject to an open source license must also make their own product or service subject to the same open source license. If these requirements are found to apply to our products and we fail to comply with them, we may be subject to certain requirements, including requirements that we offer additional portions of our solutions for no cost, that we make available additional source code for modifications or derivative works we create based upon, incorporating or using the open source software, and that we license such modifications or derivative works under the terms of applicable open source licenses.

3441

If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our products that contained the open source software, or required to comply with onerous conditions or restrictions on these products, which could disrupt the distribution and sale of these products. In addition, there have been claims challenging the ownership rights in open source software against companies that incorporate open source software into their products, and the licensors of such open source software provide no warranties or indemnities with respect to such claims. Moreover, we cannot assure you that our processes for controlling our use of open source software in our solution will be effective. In any of these events, we and our customers could be required to seek licenses from third parties in order to continue offering our products, to re-engineer our products, or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis. We and our customers may also be subject to suits by parties claiming infringement, misappropriation or violation due to the reliance by our solutions on certain open source software, and such litigation could be costly for us to defend or subject us to an injunction.

Some open source projects provided on an “as-is” basis have known vulnerabilities and architectural instabilities which, if used in our product and not properly addressed, could negatively affect the security or performance of our product. Any of the foregoing could require us to devote additional research and development resources to re-engineer our solutions, could result in customer dissatisfaction, and may adversely affect our business, financial condition, and results of operations.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, misappropriation, violation, and other losses.

Our agreements with customers and other third parties have in some cases included indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, misappropriation or violation, damages caused by us to property or persons, or other liabilities relating to or arising from our solution or other contractual obligations. Large indemnity payments could harm our business, financial condition, and results of operations. Pursuant to certain agreements, we do not have a cap on our liability and any payments under such agreements would harm our business, financial condition, and results of operations. Although we normally contractually limit our liability with respect to some of these indemnity obligations, we may still incur substantial liability related to them. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other existing customers and new customers and harm our business and results of operations.

We rely on the availability of licenses to third-party technology that may be difficult to replace or that may cause errors or delay implementation of our solution should we not be able to continue or obtain a commercially reasonable license to such technology.

Our Dot Cloud SaaS platform relies on software or other intellectual property licensed from third parties. It may be necessary in the future to renew licenses relating to various aspects of these solutions or to seek new licenses for existing or new solutions. There can be no assurance that the necessary licenses would be available on commercially acceptable terms, if at all. Third parties may terminate their licenses with us for a variety of reasons, including actual or perceived failures or breaches of contractual commitments, or they may choose not to renew their licenses with us. In addition, we may be subject to liability if third-party software that we license is found to infringe, misappropriate, or otherwise violate intellectual property or privacy rights of others. The loss of, or inability to obtain, certain third-party licenses or other rights or to obtain such licenses or rights on favorable terms, or the need to engage in litigation regarding these matters, could result in product roll-backs or delays in product releases until equivalent technology can be identified, licensed or developed, if at all, and integrated into our solutions, and it may have a material adverse effect on our business, financial condition, and results of operations. Moreover, the use by our solution of software or other intellectual property licensed from third parties on a nonexclusive basis could limit our ability to differentiate our solution from products of our competitors and could inhibit our ability to provide the current level of service to existing customers.

Changes in or the loss of third-party licenses could lead to our solutions becoming inoperable or the performance of our solutions being materially reduced, resulting in the potential need to incur additional research and development costs to ensure continued performance of our solutions or a material increase in the costs of licensing, and we may experience decreased demand for our solutions.

3542

Risks Related to Being a Public Company

The market price and trading volume of our Common Stock and Public Warrants may be highly volatile and could decline significantly.

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our Common Stock and Public Warrants in spite of our operating performance. We cannot assure you that the market price of our Common Stock and Public Warrants will not fluctuate widely or decline significantly in the future in response to a number of factors, including any of the risks presented under this section entitled “Risk Factors” or presented elsewhere in this ~~proxy statement/~~prospectus, and, among others, the following:

●

our operating and financial performance, quarterly or annual earnings relative to similar companies;

●

publication of research reports or news stories about the us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

●

the public’s reaction to our press-releases, other public announcements and filings with the SEC;

●

announcements by us or our competitors of acquisitions, business plans or commercial relationships;

●

any major change in the Board or senior management;

●

sales of Common Stock by the Company, our directors, executive officers, principal shareholders;

●

adverse market reaction to any indebtedness we may incur or securities we may issue in the future;

●

short sales, hedging and other derivative transactions in our Common Stock;

●

exposure to capital market risks related to changes in interest rates, realized investment losses, credit spreads, equity prices, foreign exchange rates and performance of insurance-linked investments;

●

our creditworthiness, financial condition, performance and prospects;

●

our dividend policy and whether dividends on our Common Stock have been, and are likely to be, declared and paid from time to time;

●

perceptions of the investment opportunity associated with our Common Stock relative to other investment alternatives;

●

regulatory or legal developments;

●

changes in general market, economic, and political conditions, such as inflationary pressures, rising interest rates, potential recession, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism;

●

conditions or trends in our industry, geographies or customers;

●

changes in accounting standards, policies, guidance, interpretations, or principles; and

●

threatened or actual litigation or government investigations.

In addition, broad market and industry factors may negatively affect the market price of our Common Stock, regardless of our actual operating performance, and factors beyond our control may cause our stock price to decline rapidly and unexpectedly. In addition, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, results of operations or prospects. Any adverse determination in litigation could also subject us to significant liabilities.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and Nasdaq in particular have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us following the business combination could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

3643

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, results of operations and financial condition.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our share price and trading volume could decline.

The trading market for our Common Stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, the trading price of our shares would likely be negatively impacted. In the event securities or industry analysts-initiated coverage, and one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our share price could decline.

As a public company, we are subject to additional laws, regulations, and stock exchange listing standards, which impose additional costs on us and may strain our resources and divert our management’s attention.

As a company with publicly traded securities, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of the Nasdaq and other applicable securities laws and regulations.

These rules and regulations require that we adopt additional controls and procedures and disclosure, corporate governance and other practices thereby significantly increasing our legal, financial, and other compliance costs. These obligations make other aspects of our business more difficult, time-consuming, or costly and increase demand on our personnel, systems, and other resources. For example, to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we need to commit significant resources, hire additional staff, and provide additional management oversight. Furthermore, as a result of the disclosure of information in this prospectus and in our Exchange Act and other filings required of a public company, our business and financial condition will become more visible, which we believe may give some of our competitors who may not be similarly required to disclose this type of information a competitive advantage. In addition to these added costs and burdens, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Common Stock, fines, sanctions, other regulatory actions, and civil litigation, any of which could negatively affect the price of our Common Stock.

Failure to meet the continued listing requirements of Nasdaq could result in a delisting of our Common Stock, which could have a material adverse effect on the liquidity of our Common Stock.

Our Common Stock is currently listed on the Nasdaq Capital Market. Nasdaq has requirements that a company must meet in order to remain listed on Nasdaq. In particular, Nasdaq rules require us to maintain a minimum bid price of $1.00 per share of our Common Stock. If the closing bid price of our Common Stock were to remain below $1.00 per share for 30 consecutive trading days or we do not meet other listing requirements, we would fail to be in compliance with Nasdaq listing standards. There can be no assurance that we will continue to meet the minimum bid price requirement, or any other requirement in the future. If we fail to meet the minimum bid price requirement, The Nasdaq Stock Market LLC may initiate the delisting process. In addition, we may be unable to meet other applicable Nasdaq listing requirements, including maintaining minimum levels of stockholders’ equity or market values of our Common Stock in which case, our Common Stock could be delisted. Such a delisting would likely have a negative effect on the liquidity and the market price of our Common Stock. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our Common Stock to become listed again, stabilize the market price or improve the liquidity of our Common Stock, prevent our Common Stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

Our Charter provides that the Court of Chancery of the State of Delaware, or the federal district courts within the State of Delaware if the Court of Chancery does not have jurisdiction, will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees. These exclusive-forum provisions do not apply to claims under the Securities Act or the Exchange Act.

Our Charter provides ~~provide~~ that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum, to the fullest extent permitted by law, for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents or our stockholders, (3) any action asserting a claim against us or any director or officer arising pursuant to any provision of the DGCL, our Charter or Bylaws, or (4) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware or federal court located within the State of Delaware if the Court of Chancery does not have jurisdiction, in all cases subject to the court’s having jurisdiction over indispensable parties named as defendants. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act, and accordingly, both state and federal courts have jurisdiction to entertain such Securities Act claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, unless we consent in writing to the selection of an alternate forum, the federal courts will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Our Charter does not address or apply to claims that arise under the Exchange Act; however, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the choice of forum provisions contained in our Charter and Bylaws to be inapplicable or unenforceable in such action.

Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers. Alternatively, if a court were to find the choice of forum provision contained in our Charter and Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and operating results. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to this exclusive forum provision but will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

A significant portion of our total outstanding shares of Common Stock are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Common Stock to drop significantly, even if our business is doing well.

At the Closing, we entered into the Registration Rights and Lock-Up Agreement with each of SEE ID and certain of the holders party thereto, pursuant to, and on the terms and conditions of which, subject to certain exceptions, such holders shall not transfer or make any announcement of any intention to effect a transfer of any of the equity interests of securities of the Company beneficially owned by the holder during the period ending 180 days following the Closing.

Following the applicable expiration of the lock-up period, the holders subject to the Registration Rights and Lock-Up Agreement will not be restricted from selling shares of our Common Stock held by them, other than by applicable securities laws. As such, sales of a substantial number of shares of our Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Common Stock.

As restrictions on resale end and registration statements for the sale of shares of Common Stock by the parties to the registration rights agreement are available for use, the sale or possibility of sale of these shares of Common Stock, could have the effect of increasing the volatility in the market price of our Common Stock, or decreasing the market price itself.

Our Warrants will become exercisable for Common Stock, which will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

There are 15,654,983 outstanding Warrants to purchase 15,654,983 shares of Common Stock at an exercise price of $11.50 per share, which Warrants became exercisable 30 days after the completion of the Business Combination. To the extent such Warrants are exercised, additional shares of Common Stock will be issued, which will result in dilution to the holders of our Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares of Common Stock in the public market or the fact that such Warrants may be exercised could adversely affect the market price of our Common Stock.

Our quarterly operating results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict.

Our quarterly operating results and other operating metrics have fluctuated in the past and may continue to fluctuate from quarter to quarter. As a result, you should not rely on our past quarterly operating results as indicators of future performance. You should take into account the risks and uncertainties frequently encountered by companies in rapidly evolving markets. Our financial condition and operating results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:

●

our ability to maintain and attract new customers;

●

the continued development and upgrading of our technology platform;

●

the timing and success of new product, service, feature, and content introductions by us or our competitors or any other change in the competitive landscape of our market;

●

pricing pressure as a result of competition or otherwise;

●

delays or disruptions in our supply chain;

●

errors in our forecasting of the demand for our products and services, which could lead to lower revenue or increased costs, or both;

●

increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive;

●

successful expansion into international markets;

●

the diversification and growth of our revenue sources;

●

our ability to maintain gross margins and operating margins;

●

constraints on the availability of consumer financing or increased down payment requirements to finance purchases of our products;

●

system failures or breaches of security or privacy;

●

adverse litigation judgments, settlements, or other litigation-related costs, including content costs for past use;

●

changes in the legislative or regulatory environment, including with respect to insurance and consumer product regulations;

●

fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies;

●

changes in our effective tax rate;

●

changes in accounting standards, policies, guidance, interpretations, or principles; and

●

changes in business or macroeconomic conditions, including lower consumer confidence, recessionary conditions, increased unemployment rates, or stagnant or declining wages.

Any one of the factors above or the cumulative effect of some of the factors above may result in significant fluctuations in our operating results.

The variability and unpredictability of our quarterly operating results or other operating metrics could result in our failure to meet our expectations or those of analysts that cover us or investors with respect to revenue or other operating results for a particular period. If we fail to meet or exceed such expectations, the market price of our Common Stock could fall substantially, and we could face costly lawsuits, including securities class action suits.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

We ~~are not currently required to comply with the~~ ~~rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and~~ are ~~therefore not~~ required to ~~make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to~~ comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which ~~will~~ require management to to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting.

Although we ~~will~~are be required to disclose changes made in our internal controls and procedures on a quarterly basis, we ~~will~~are not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. As an emerging growth company, our independent registered public accounting firm is ~~will~~ not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of (i) the year following our first annual report required to be filed with the SEC or (ii) the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, or operating.

To comply with the requirements of being a public company, we have undertaken various actions, and will need to take additional actions, such as implementing numerous internal controls and procedures and hiring additional accounting or internal audit staff or consultants. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business. Additionally, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting once we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Common Stock could be negatively affected. We could also become subject to investigations by the SEC, the stock exchange on which our securities are listed or other regulatory authorities, which could require additional financial and management resources. In addition, if we fail to remedy any material weakness, our financial statements could be inaccurate, and we could face restricted access to capital markets.

Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” may make our Common Stock less attractive to investors.

The JOBS Act provides that, so long as a company qualifies as an “emerging growth company,” it will, among other things:

●

be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

●

be exempt from the “say on pay” and “say on golden parachute” advisory vote requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”);

●

be exempt from certain disclosure requirements of the Dodd-Frank Act relating to compensation of its executive officers and be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act; and

●

be exempt from any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or be required to deliver a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis).

We currently take advantage of each of the exemptions described above. Further, pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. It is possible that some investors will find our Common Stock less attractive as a result, which may result in a less active trading market for our Common Stock and higher volatility in our stock price. We could be an emerging growth company for up to five years following the effectiveness of the registration statement for the Business Combination, though we may cease to be an emerging growth company earlier if (1) we have more than $1.07235 billion in annual gross revenue, (2) we qualify as a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, or (3) we issue, in any three-year period, more than $1.0 billion in non-convertible debt securities ~~held by non-affiliates~~. We cannot predict if investors will find our Common Stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our Common Stock.

The requirements of being a public company, including maintaining adequate internal control over our financial and management systems, may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.

As a public company we incur significant legal, accounting, and other expenses that we did not incur as a private company. We are currently subject to or may become subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the rules subsequently implemented by the SEC, the rules and regulations of the listing standards of the Nasdaq, and other applicable securities rules and regulations. Compliance with these rules and regulations will likely strain our financial and management systems, internal controls, and employees.

The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results. Moreover, the Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control, over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures, and internal control over, financial reporting to meet this standard, significant resources and management oversight may be required. If we have material weaknesses or deficiencies in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated. Effective internal control is necessary for us to produce reliable financial reports and is important to prevent fraud.

In addition, we will be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act when we cease to be an emerging growth company. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, operating results, and financial condition. Although we have already engaged additional resources to assist us in complying with these requirements, our finance team is small and we may need to hire more employees in the future, or engage outside consultants, which will increase our operating expenses.

We also expect that being a public company and complying with applicable rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantially higher costs to obtain and maintain the same or similar coverage. These factors could also make it more difficult for us to attract and retain qualified members of the Board and qualified executive officers.

Our ability to raise capital in the future may be limited.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt, or a combination of both. However, the lapse or waiver of any lock up restrictions or any sale or perception of a possible sale by our stockholders, and any related decline in the market price of our Common Stock, could impair our ability to raise capital. Separately, additional financing may not be available on favorable terms, or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to our Common Stock stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our Common Stock. If we issue additional equity securities, existing stockholders will experience dilution, and the new equity securities could have rights senior to those of our Common Stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future offerings. Thus, our stockholders bear the risk of our future securities offerings reducing the market price of our Common Stock and diluting their interest.

41The forecasts of market growth and other projections included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you that our business will grow at a similar rate, if at all.

Growth forecasts and projections are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts ofin ~~market~~this prospectus relating to the expected growth in the direct to consumer vehicle and ~~other~~consumer product protection ~~projections~~plan ~~included~~market, inincluding ~~this~~estimates ~~proxy~~based ~~statement/prospectus~~on our own internal survey data, as well as any corresponding projections related to our potential performance, may prove to be inaccurate,. ~~and~~Even ~~even~~ if the markets experience the forecasted growth described in ~~which~~this prospectus, we ~~compete~~may ~~achieve~~not ~~the~~grow ~~forecasted~~our business at a similar rate, or at all. Our growth is subject to many factors, weincluding ~~cannot~~our ~~assure~~success ~~you~~in ~~that~~implementing our business strategy, ~~will~~which ~~grow~~is atsubject ato ~~similar~~many ~~rate~~risks and uncertainties. Accordingly, ifthe atforecasts ~~all~~of market growth included in this prospectus should not be taken as indicative of our future growth.

Growth forecasts and projections are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts in this proxy statement/prospectus relating to the expected growth in the direct to consumer vehicle and consumer product protection plan market, including estimates based on our own internal survey data, as well as any corresponding projections related to our potential performance, may prove to be inaccurate. Even if the markets experience the forecasted growth described in this proxy statement/prospectus, we may not grow our business at a similar rate, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

Our business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of our Common Stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert managements and our Board’s attention and resources from our business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

We may amend the terms of the Public Warrants in a manner that may be adverse to holders of our Public Warrants with the approval by the holders of at least 50% of the then outstanding Public Warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of Common Stock purchasable upon exercise of a Public Warrant could be decreased, all without a warrant holder’s approval.48

The Public Warrants are issued in registered form under a warrant agreement, which provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, and that all other modifications or amendments will require the vote or written consent of the holders of at least 50% of the then outstanding Public Warrants, and, solely with respect to any amendment to the terms of the Private Placement Warrants, a majority of the then outstanding Private Placement Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the Public Warrants into cash or Common Stock, shorten the exercise period or decrease the number of shares of Common Stock purchasable upon exercise of a Public Warrant.

Your unexpired Public Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

Outstanding Public Warrants may be redeemed at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the last reported sales price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of Redemption to the Public Warrantholders. If and when the Public Warrants become redeemable by us, we may not exercise its Redemption Rights if the issuance of shares of Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification, subject to our obligation in such case to use our best efforts to register or qualify the shares of Common Stock under the blue sky laws of the state of residence in those states in which the Public Warrants were initially offered. Redemption of the outstanding Public Warrants could force you to (i) exercise your Public Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for Redemption, is likely to be substantially less than the market value of your Public Warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

USE OF PROCEEDS

We estimate ~~are~~that ~~not~~the ~~selling~~net ~~any~~proceeds ~~securities~~from ~~under~~this offering will be approximately $9.2 million, after deducting the Placement Agent’s fees and estimated offering expenses payable by us, and assuming no exercise of the Warrants being issued in this ~~prospectus~~offering. However, because this is a “best efforts” offering and wethere ~~will~~is ~~not~~no ~~receive~~minimum ~~any~~offering ~~proceeds~~amount ~~from~~required as a condition to the ~~sale~~closing of ~~securities~~this offering, bythe actual offering amount, the ~~Selling~~Placement ~~Securityholders~~Agent’s fees and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus.

~~Assuming~~These estimates exclude the ~~exercise~~proceeds, ofif ~~all outstanding warrants for cash~~any, wefrom ~~will~~the ~~receive~~exercise ~~an aggregate~~ of ~~approximately~~Warrants ~~$180,032,304~~issued ~~but~~in ~~will~~this ~~not~~offering. ~~receive~~If ~~any~~all ~~proceeds~~of ~~from~~ the ~~sale~~Warrants ofissued ~~the~~in ~~shares of~~this ~~Common~~offering ~~Stock~~were ~~issuable~~to ~~upon~~be ~~such~~exercised ~~exercise.~~in Wecash ~~expect~~at toan ~~use~~exercise ~~the~~price ~~net~~of ~~proceeds~~$ per ~~from~~share ~~the exercise~~ of ~~the~~common ~~Warrants~~stock, ifwe ~~any,~~would ~~for~~receive ~~general~~additional ~~corporate~~proceeds of approximately ~~purposes~~$ million. We ~~will~~cannot ~~have~~predict ~~broad~~when ~~discretion~~or ~~over~~if ~~the~~these ~~use~~Warrants ofwill ~~any~~be ~~proceeds~~exercised. ~~from~~It ~~the~~is ~~exercise~~possible ofthat ~~the~~these Warrants. ~~There~~may isexpire noand ~~assurance~~may ~~that the~~never ~~holders~~be ofexercised. Additionally, the Warrants ~~will~~contain ~~elect~~a tocashless exercise ~~for~~provision ~~cash~~that ~~any~~permit orexercise ~~all~~ of ~~such~~ Warrants. Toon ~~the~~a ~~extent~~cashless ~~that~~basis at any ~~Warrants~~time ~~are~~where ~~exercised~~there ~~on a~~is ~~“cashless~~no ~~basis,”~~effective ~~the~~registration ~~amount~~statement ofunder ~~cash~~the weSecurities ~~would~~Act ~~receive~~covering ~~from~~ the ~~exercise~~issuance of the ~~Warrants~~underlying ~~will decrease~~shares.

~~The~~We intend ~~Selling~~to ~~Securityholders~~use ~~will~~the ~~pay~~net ~~any~~proceeds ~~underwriting discounts~~of this offering to repay the amounts then outstanding and ~~commissions~~due to the Lender under the Initial Loan and the ~~expenses~~Initial ~~incurred~~Note (including any mandatory prepayments required by the ~~Selling~~Loan ~~Securityholders~~Agreement ~~for~~and ~~brokerage,~~the ~~accounting~~Initial Note), ~~tax~~with orany ~~legal~~surplus ~~services~~intended to orbe ~~any other~~used ~~expenses~~for ~~incurred~~working bycapital ~~the~~expenditures ~~Selling~~and ~~Securityholders~~general incorporate ~~disposing~~purposes. ofThe ~~the~~amounts ~~securities.~~and Wetiming of these expenditures will ~~bear~~depend on ~~the~~numerous ~~costs~~factors, ~~fees~~including the development of our current business initiatives. The amounts and ~~expenses~~timing ~~incurred in~~of ~~effecting~~our ~~the~~actual ~~registration~~use of the ~~securities~~net proceeds ~~covered~~from by this ~~prospectus~~offering will vary depending on numerous factors, including ~~all~~the ~~registration~~factors ~~and~~described ~~filing~~under ~~fees~~“Risk Factors” located elsewhere in this prospectus. As a result, ~~Nasdaq~~our ~~listing fees~~management ~~and~~will ~~fees~~have ~~and~~broad ~~expenses~~discretion in the application of ~~our~~the ~~counsel~~net proceeds, and investors will be relying on our ~~independent~~judgment ~~registered~~regarding ~~public~~the ~~accounting~~application ~~firm~~of the net proceeds from this offering.

4349

DETERMINATION OF OFFERING PRICE

The offering price of the shares of Common Stock underlying the Warrants offered hereby is determined by reference to the exercise price of the Warrants of $11.50 per share. The Public Warrants are listed on the Nasdaq under the symbol “DAIC.W.”

We cannot currently determine the price or prices at which shares of our Common Stock or Warrants may be sold by the Selling Securityholders under this prospectus.

MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY

Market Information

Our Common Stock and Warrants are currently listed on the Nasdaq under the symbols “DAIC” and “~~DAIC.W~~DAICW,” respectively. Prior to the consummation of the Business Combination, SUAC’s Common Stock and warrants were listed on the Markets Group, Inc. stock exchange under the symbols “SUAC” and “SUAC.WS,” respectively. As of September 430, 2025, there were 2729,~~636~~273,~~939~~ 322 shares of Common Stock issued and outstanding, adjusted for subsequent issuances disclosed in this prospectus, held of record by ~~284~~ 285 holders, and warrants to purchase an aggregate of 15,654,983 shares of Common Stock outstanding held of record by 4 holders.

Dividends

We have not paid any cash dividends on our Common Stock to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of our Board at such time. In addition, we are not currently contemplating and do not anticipate declaring any stock dividends in the foreseeable future as it is currently expected that available cash resources will be utilized in connection with our ongoing operations and development.

4550

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2025 as follows:

	●	on an actual basis; and

	●	on a pro forma basis as of September 30, 2025, to give effect to (i) the ELOC funding in 2025 resulting in the issuance of 1,530,000 shares of Common Stock for aggregate gross proceeds of approximately $555,016, before deducting placement agent fees and other offering expenses, (ii) this offering resulting in the issuance of 23,809,523 shares of Common Stock for aggregate net proceeds of approximately $9.2 million, after deducting the Placement Agent’s fees and estimated offering expenses payable by us, and (iii) the application of $2.6 million of proceeds to repay outstanding indebtedness, as if such events had occurred on September 30, 2025.

You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our financial statements and related notes and the other financial information appearing elsewhere in this prospectus. The information presented in the capitalization table has been adjusted to reflect the effect of this current offering.

	As of September 30, 2025
	Actual (Unaudited)			ELOC Funding		Offering		Loan Repayment			As Adjusted
Cash and cash equivalents	$	1,418,834		$	555,016	$	9,225,000	$	(2,600,000	)	$	8,598,850
Stockholders’ Equity:
Common stock, par value $0.0001 per share; 300,000,000 shares authorized as of September 30, 2025; 27,743,322 shares issued and outstanding, actual; 29,273,322 shares issued and outstanding, adjusted for ELOC Funding; 53,082,845 shares issued and outstanding, as adjusted		2,774			153		2,381		-			5,308
Additional paid-in capital		56,972,621			554,863		9,222,619					66,750,103
Accumulated deficit		(59,093,579	)		-		-		-			(59,093,579	)
Total shareholders’ equity (deficit)	$	(2,118,184	)	$	555,016	$	9,225,000		-		$	7,661,832
Total capitalization	$	(2,118,184	)	$	555,016	$	9,225,000		-		$	7,661,832

●

1,797,840 shares of our Common Stock issuable upon the exercise of vested stock options as of September 30, 2025, with a weighted-average exercise price of $0.1008 per share;

●

15,654,983 shares of our Common Stock issuable upon the exercise of outstanding warrants as of September 30, 2025, with a weighted-average exercise price of $11.50 per share; and

●

230,770 shares of our Common Stock issuable upon the exercise of outstanding warrants as of December 31, 2025, with a weighted-average exercise price of $1.69 per share, subject to adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.

DILUTION

If you purchase securities in this offering, your ownership interest will be diluted to the extent of the difference between the assumed public offering price per share of our Common Stock and the as adjusted net tangible book value per share of our Common Stock immediately after giving effect to this offering.

Our net tangible book value as of September 30, 2025 after giving effect to the subsequent issuances of shares of Common Stock pursuant to the ELOC Agreement, was (1,563,168), or $(0.05) per share of our Common Stock. Our net tangible book value is the amount of our total tangible assets minus total liabilities. Net tangible book value per share as of September 30, 2025, is our net tangible book value divided by the number of shares of Common Stock outstanding as of September 30, 2025.

The information below is illustrative only. Our dilution following the closing of this offering will change based on the actual public offering price and other terms of this offering determined at pricing. You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included in our Annual Report on Form 10-K and subsequent quarterly reports.

After giving effect to the sale of the maximum number of shares of Common Stock offered hereby, or shares in this offering at an assumed public offering price of $0.4200 per share of Common Stock, and after deducting estimated Placement Agent fees and estimated offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2025, would have been approximately $7.7 million, or approximately $0.15 per share of Common Stock. This amount represents an immediate increase in as adjusted net tangible book value of $0.20 per share of Common Stock to our existing stockholders and an immediate dilution of $0.28 per share of Common Stock to investors participating in this offering. We determine dilution per share of Common Stock to investors participating in this offering by subtracting as adjusted net tangible book value per share of Common Stock after giving effect to this offering from the assumed public offering price per share of Common Stock paid by investors participating in this offering.

The following table illustrates this per share dilution to the new investors purchasing shares of Common Stock in this offering:

Assumed combined public offering price per share of Common Stock and accompanying Warrants				$	0.4200
Historical net tangible book value (deficit) per share as of September 30, 2025⁽¹⁾	$	(0.05	)
As adjusted net tangible book value per share as of September 30, 2025 after this offering⁽²⁾	$	0.15
Increase in net tangible book value per share attributable to investors purchasing in this offering				$	0.20
Dilution per share to investors purchasing in this offering				$	0.28

(1)

Our net tangible book value as of September 30, 2025 was approximately $(1,563,168), or $(0.05) per share based on 29,273,322 shares of Common Stock outstanding, adjusted for subsequent issuances disclosed in this prospectus. Net tangible book value represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of Common Stock outstanding as of that date.

(2)

The as adjusted tangible book value represents our net tangible book value, as described in note (1) above, after giving effect to the sale by us of shares of Common Stock in this offering for aggregate gross proceeds of $10.0 million at an assumed combined public offering price of $0.4200 per share of Common Stock and accompanying Warrants, after deducting Placement Agent fees of 6.5% and estimated offering expenses payable by us, and assuming no exercise of the Warrants offered hereby. The number of shares outstanding after this offering is based on 29,273,322 shares of Common Stock outstanding as of September 30, 2025, adjusted for subsequent issuances disclosed in this prospectus, and excludes the following:

●

1,797,840 shares of our Common Stock issuable upon the exercise of vested stock options as of September 30, 2025, with a weighted-average exercise price of $0.1008 per share;

	●	15,654,983 shares of our Common Stock issuable upon the exercise of outstanding warrants as of September 30, 2025, with a weighted-average exercise price of $11.50 per share; and

	●	230,770 shares of our Common Stock issuable upon the exercise of outstanding warrants as of December 31, 2025, with a weighted-average exercise price of $1.69 per share, subject to adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.

To the extent that any outstanding options or warrants are exercised, new options or other equity awards are issued under our equity incentive plans, or we issue additional shares in the future, there will be further dilution to new investors participating in this offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Please read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included in this filing. Some of the information contained in the following discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that could impact our business. In particular, we encourage you to review the risks and uncertainties described in “Risks Relating to CID HoldCo, Inc.” or included elsewhere in this Report. These risks and uncertainties could cause actual results to differ materially from those projected in forward-looking statements contained in this Report or implied by past results and trends. Forward-looking statements are statements that attempt to forecast or anticipate future developments in our business, financial condition, or results of operations. These statements, like all statements in this report, speak only as of their date (unless another date is indicated), and we undertake no obligation to update or revise these statements in light of future developments.

This section generally discusses our financial condition and results of operations for fiscal years 2023 and 2024, and year-to-year comparisons between Q2Q3 results in 2024 and 2025 in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). A discussion of our financial condition and results of operations and our liquidity and capital resources for fiscal year 2024, and year-to-year comparisons between fiscal years 2023 and 2024 can be found under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended December 31, 2024 and for the three and ~~six~~nine months ended ~~June~~ September 30, 2025.

Overview

CID Holdco, Inc. (the “Company”, “CID” or “CID Holdco”), formerly known as SEE ID Inc, dba Dot AI (the “Legacy Company” or “SEE ID”), was incorporated in Delaware with the headquarters in Las Vegas, Nevada. CID helps businesses digitally transform their operations using IoT and AI technology. With significant innovations in radio frequency networking, use of vision system overlays and a cloud-based AI engine, the Company offers a differentiated asset tracking and workflow management solutions for industrial enterprises. Through its technological solutions, CID serves multiple industries including aviation, construction, delivery, military, mining, retail, seaports, medical logistics, warehousing and manufacturing.

We are headquartered in Las Vegas, NV with our management and administrative staff located in Bethesda, MD for East Coast customer engagements and government lobbying activity. We also manufacture hardware in Puerto Rico through our wholly owned subsidiary Dot Works. Our embedded development team and Design for Manufacturing (“DFM”) capability is built around our CTO in Worcester, MA and our core software team is in Bangalore, India.

Throughout the notes to the condensed consolidated financial statements, unless otherwise noted or otherwise suggested by context, the “Company”, “we”, “us”, “our” refers to the Legacy Company prior to the consummation of the Business Combination, and the Company after the consummation of the Business Combination.

Business Combination

On June 18, 2025 (the “Closing Date”) the Company consummated the Business Combination transactions by and among the Company, ShoulderUp Technology Acquisition Corp (“SUAC” or “ShoulderUp”), ShoulderUp Merger Sub, Inc., SEI Merger Sub, Inc., and SEE ID, Inc. Pursuant to the Business Combination Agreement, on the Closing Date, (i) ShoulderUp Merger Sub merged with and into SUAC (the “ShoulderUp Merger”), with SUAC surviving the ShoulderUp Merger as a wholly-owned subsidiary of the Company (“SUAC Surviving Company”); and (ii) simultaneously with the ShoulderUp Merger, SEI Merger Sub merged with and into SEE ID (“the SEE ID Merger”), with SEE ID surviving the SEE ID Merger as a wholly-owned subsidiary of the Company (the “Surviving Company”) (the ShoulderUp Merger and the SEE ID Merger, together the “Mergers” and together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

4653

In connection with the Business Combination, CID Holdco filed a registration statement on Form S-4 (File No. 333-282600) (as amended, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). On June 18, 2025, the Registration Statement was declared effective by the SEC. At Closing, the assets and liabilities of Legacy Company were combined with the assets and liabilities ShoulderUp Technology Acquisition Corp on a historical cost basis. All Legacy Company common stock was exchanged for common stock of the Company based upon the exchange ratio as defined in the Business Combination Agreement as Aggregate Merger Consideration (13,000,000 CID Holdco shares) divided by the Company Fully Diluted Common Stock (160,015,641) or 8.124% Stock options of Legacy Company were not exercised and remain outstanding after giving into effect the exchange ratio. In connection with the Business Combination, we incurred transaction costs, settled certain SUAC related party notes through the issuance of common shares, converted SAFE notes into common stock of the Company, and raised cash proceeds from PIPE investors. Additional information regarding the Business Combination and Reverse Recapitalization is provided in Note 4 3 to the unaudited condensed consolidated financial statements for the three and ~~six~~ nine months ended ~~June~~September 30, 2025.

Factors Affecting Our Performance

Acquiring New Customers

We believe that we have a substantial opportunity to grow our customer base. We intend to drive new customer acquisition by continuing to invest significantly in sales and marketing to engage our prospective customers, increase brand awareness, and drive adoption of our Dot Cloud platform. Our ability to attract new customers depends on a number of factors, including the effectiveness of our sales and marketing efforts, macroeconomic factors and their impact on our customers’ businesses, and the success of our efforts to expand internationally.

Expanding Within Our Existing Customer Base

We believe that there is a significant opportunity to expand sales to existing customers following their initial adoption of our Dot Cloud. We will expand our customer base by selling more applications and expanding use of existing applications across geographies and divisions. Our ability to expand within our customer base will depend on a number of factors, including our customers’ satisfaction, pricing, competition, macroeconomic factors, and changes in our customers’ spending levels. While there are many factors involved in this expansion, the Customer Success department will be the key internal driver to retention and expansion of customer revenue. At this juncture, it is not a significant part of our operational expense but will be built out as our bookings increase and our channel support requirements come online.

Investments in Innovation and Future Growth

Our market leadership is supported by continuous innovation in our Dot Cloud, our inventions in IoT data collection and our advances in applying AI to our customer problem sets. We continuously invest in adding new applications and methods to our solution. As such, spending on research and development will always be an important part of our strategy.

However, the driving force that will fuel our company is market growth. Our recent pivot to move most of our spending to Sales and Marketing shows a commitment to our go-to-market strategy. We recognize the need to grow adoption and expand brand awareness as we rise in the space. This fiscal year is a critical period to add productive resources to ensure success is sustained.

Adding additional compliance and oversight resources as we grow and especially as we make a public offering, is a natural and essential step. In addition, our small operations team will continue to grow as the demand increases from our maturing sales pipeline.

Components of Results of Operations

Revenue

We will provide access to our Dot Cloud through subscription arrangements, where the customer is charged a per-subscription fee for access for a specified term. Subscription agreements will contain multiple service elements for one or more of our cloud-based Applications via mobile app(s) or a website that enable data collection and provide access to the cellular network, IoT devices (which we also refer to as connected devices), and support services delivered over the term of the arrangement. Our subscription contracts will typically have an initial term of three to five years and are generally non-cancellable and non-refundable, subject to limited exceptions under our standard terms of service and other exceptions for public sector customers, who are often subject to annual budget appropriations cycles. Our Connected Dot Cloud and IoT devices are highly integrated with the subscription service and together will represent a single performance obligation. Revenues attributable to this combined performance obligation are recognized over time as the services are delivered.

4754

We also provide professional services including onboarding (implementation) services, marketing services, and product consulting. These services were evaluated to be distinct and are treated as separate performance obligations from the subscription services. Revenue related to these services are recognized over time as services are performed.

Currently, revenues are primarily related to the delivery of feasibility study reports to customers seeking to gain insight into how data driven tracking could improve their business, which is recognized upon acceptance of the feasibility report.

Allocation of Overhead Costs

Overhead costs that are not substantially dedicated for use by a specific functional group are allocated based on headcount. Such costs include costs associated with office facilities, depreciation of property and equipment, IT and security expenses, and other expenses, such as corporate software, subscription services, and insurance. Manufacturing overheads are allocated to production based on volume.

Cost of Sales

Cost of sales will consists primarily of cellular-related costs, third-party cloud infrastructure expenses, customer support costs, warranty charges, employee-related costs directly associated with our customer support and operations, including salaries, employee benefits and stock-based compensation, amortization of internal-use software development, certain cloud computing implementation costs, expenses related to shipping and handling, packaging, fulfillment, warehousing, write-downs of excess and obsolete inventory, and allocated overhead costs.

As our customers expand and increase, the use of our Dot Cloud driven by additional IoT devices and Applications, our cost of revenue may vary from quarter to quarter as a percentage of our revenue due to the timing and extent of these expenses. We intend to continue to invest additional resources in our Dot Cloud and customer support and operations personnel as we grow our business. The level and timing of investment in these areas will affect our cost of revenue in the future.

Operating Expenses

Research and development

Research and development expenses consist primarily of employee-related costs, including salaries, employee benefits and stock-based compensation, depreciation and other expenses related to prototyping IoT devices, product initiatives, software subscriptions, hosting used in research and development, and allocated overhead costs. We continue to focus our research and development efforts on adding new features and products and enhancing the utility of our Dot Cloud. We capitalize the portion of our internal-use software development costs that meets the criteria for capitalization. We expect our research and development expenses to generally increase in absolute dollars for the foreseeable future as we continue to invest in research and development efforts to enhance our Dot Cloud. Our research and development expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

Sales and marketing

Sales and marketing expenses consist primarily of employee-related costs directly associated with our sales and marketing activities, including salaries, employee benefits and stock-based compensation, and sales commissions. Sales and marketing expenses also include expenditures related to advertising, media, marketing, promotional costs, free trial expenses, brand awareness activities, business development, corporate partnerships, travel, conferences and events, professional services, and allocated overhead costs. We also have a heavy reliance on contracted services in these areas which are reflected in the department spend. We plan to continue to invest in sales and marketing to grow our customer base and increase our brand awareness. As a result, we expect our sales and marketing expenses to increase in absolute dollars for the foreseeable future. Our sales and marketing expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

General and administrative

General and administrative expenses consist of employee-related costs for executive, finance, legal, human resources, facilities, and certain IT personnel, including salaries, employee benefits and stock-based compensation, professional fees for external legal, accounting, recruiting and other consulting services, bad debt, allocated overhead costs, and unallocated lease costs. We expect our general and administrative expenses to continue to increase in absolute dollars for the foreseeable future to support our growth and because of additional costs associated with legal, accounting, compliance, insurance, investor relations, and other areas associated with being a public company. Our general and administrative expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

4855

Interest expense

Interest expense consists primarily of interest incurred for our short term bridge loans.

Change in fair value of SAFE agreements

The change in the fair value of SAFE agreements represents the unrealized gains or losses resulting from the fluctuations in the estimated value of the outstanding SAFE agreements, or reevaluation of updated market conditions and company-specific factors.

Transaction costs expensed

The Company accounts for transaction costs incurred in connection with the Business Combination that occurred in June 2025, and therefore transaction costs expensed were not a component of our results of operations during 2024. Costs that are directly attributable to the issuance of equity instruments, such as legal, accounting, and advisory fees related to the merger and recapitalization, are recorded as a reduction to additional paid-in capital.

Loss from extinguishment of debt

Prior to the Closing of the Business Combination, one lender elected to convert a portion of its outstanding principal and accrued interest into shares of Common Stock. In connection with the bridge loan conversion, the Company derecognized the liability, issued shares of Common Stock and recognized a loss on debt extinguishment, based on the fair value of the Common Stock at the date of Closing.

Results of Operations

Comparison of Three and ~~Six~~Nine Months Ended ~~June~~ September 30, 2025 and 2024

Revenue, Cost of Revenue, Gross Profit, and Gross Margin

Our total revenue, cost of revenue, gross profit, and gross margin for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 are summarized as follows:

	For the three months ended June 30,
	For the three months ended September 30,
	2025			2024 (As Restated)			$ Change			% Change
Revenue	$	~~126~~778,~~833~~482		$	2381,~~442~~636		$	~~103~~696,~~391~~846			~~441~~853.16	%
Cost of goods sold		67488,~~194~~286			67,~~442~~997			60480,~~752~~289			~~943~~6,005.19	%
Gross (loss) profit	$	59,639		$	17,000		$	42,639			250.8	%
Gross profit	$	290,196		$	73,639		$	216,557			294.1	%
Gross margin %		4737.03	%		7290.52	%		~~(25~~31.51	)%		~~(35~~34.25	)%

	For the six months ended June 30,
	For the nine months ended September 30,
	2025			2024 (As Restated)			$ Change			% Change
Revenue	$	~~479~~1,~~331~~257,813		$	~~101~~183,~~995~~631		$	~~377~~1,~~336~~074,182			~~370~~585.0	%
Cost of goods sold		84572,~~272~~558			1018,~~009~~006			74554,~~263~~552			~~742~~3,079.08	%
Gross (loss) profit	$	395,059		$	91,986		$	303,073			329.5	%
Gross profit	$	685,255		$	165,625		$	519,630			313.7	%
Gross margin %		8254.45	%		90.2	%		(748.84	)%		(853.6	)%

~~Revenue~~For the three months ended September 30, 2025, total revenue increased by approximately $~~103~~697 thousand,~~391,~~ or ~~441~~853.16%, ~~for~~to $778 thousand compared to $82 thousand for the ~~three~~same ~~months~~period ~~ended~~in ~~June~~2024. ~~30,~~The ~~2025~~increase ~~compared~~was primarily attributable to product revenue recognized during the ~~three~~current quarter ~~months~~from ~~ended~~sales ~~June~~of 30bridges, ~~2024~~gateways, and ~~$377~~labels to existing customers,~~336,~~ orpartially ~~370.0%~~offset ~~for~~by ~~the~~a ~~six~~$196 ~~months~~thousand ~~ended~~revenue reversal tied ~~June~~to ~~30,~~an ~~2025~~updated estimate based on the timing of actual revenue recognized compared to the ~~six~~estimate ~~months~~utilized ~~ended~~related ~~June~~to ~~30,~~the ~~2024~~$2 million exclusivity client payment. ~~The~~Based ~~increase~~on inexpected ~~revenue~~$175 ismillion ~~primarily~~client ~~due~~spend over the 5-year term to anretain ~~increase~~exclusivity, inthe ~~feasibility~~Company ~~studies~~refined its estimate to ~~new~~recognize ~~and~~the ~~existing~~exclusivity ~~customers~~payment as revenue across the full 5 years.

49Total cost of goods sold increased by $480 thousand, or 6,005.9%, to $488 thousand, reflecting higher material and labor costs associated with increased product sales. As a result, gross profit increased by $217 thousand, or 294.1%, to $290 thousand, compared to $74 thousand for the same period in 2024. Gross margin decreased to 37.3% from 90.2%, primarily due to the higher proportion of product sales, which generally carry lower margins.

~~Cost~~For the ofnine ~~goods~~months ~~sold~~ended September 30, 2025, total revenue increased by approximately $601,~~752~~074 thousand, or ~~943~~585.10%, to $1,258 thousand compared to $184 thousand for the ~~three~~same ~~months~~period ~~ended~~in ~~June~~2024. ~~30,~~The ~~2025~~increase ~~compared~~was primarily attributable to product revenue recognized during the ~~three~~current period ~~months~~from ~~ended~~sales ~~June~~of 30bridges, ~~2024~~gateways, and labels to existing customers. ~~Cost~~Total cost of goods sold increased by $74555 thousand,~~263~~ or ~~742~~3,079.08%, ~~for~~to ~~the~~$573 ~~six~~thousand, ~~months~~reflecting ~~ended~~higher ~~June~~material 30and labor costs associated with increased product sales. As a result, ~~2025~~gross profit increased by $520 thousand, or 313.7%, to $685 thousand compared to ~~the~~$166 ~~six~~thousand ~~months~~for ~~ended~~the ~~June~~same ~~30,~~period in 2024. ~~The~~Gross ~~increases~~margin ~~are~~decreased ~~primarily due~~ to ~~additional warehouse~~54.5% ~~expenditure~~from ~~related~~90.2%, primarily due to the ~~new~~higher ~~Puerto~~proportion ~~Rico~~of ~~lease~~product ~~and~~sales, ~~increased~~which ~~tariffs~~generally oncarry ~~imported~~lower ~~raw materials~~margins.

Our gross margin was 47.0% for the three months ended June 30, 2025 compared to 72.5% for the three months ended June 30, 2024 and 82.4% for the six months ended June 30, 2025 compared to 90.2% for the six months ended June 30, 2024. The decrease in gross margin is primarily due to additional warehouse expenditure related to the new Puerto Rico lease and increased tariffs on imported raw materials.56

Research and Development

Research and development expenses for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 is summarized as follows:

	For the three months ended June 30,
	For the three months ended September 30,
	2025			2024 (As Restated)			$ Change		% Change
Research and development	$	~~181~~397,~~641~~135		$	~~152~~186,~~467~~678		$	29210,~~174~~457		19112.17	%
Percentage of revenue		~~143~~51.20	%		~~650~~228.47	%

For the six months ended June 30,

For the nine months ended September 30,

2025

2024 (As Restated)

$ Change

% Change

Research and development

~~575~~972,~~505~~640

~~273~~459,~~313~~991

~~302~~512,~~192~~649

~~110~~111.64

Percentage of revenue

~~120~~77.13

~~268~~250.05

Research and development ~~expense~~(“R&D”) ~~increased~~expenses by were $~~29,174,~~397 orthousand ~~19.1%,~~ for the three months ended ~~June~~September 30, 2025, an increase of $210 thousand, or 112.7%, compared to ~~the~~$187 ~~three~~thousand ~~months~~for ~~ended~~the ~~June~~same ~~30,~~period in 2024. ~~and~~The byincrease ~~$302,192,~~was orprimarily ~~110.6%, for~~driven by the ~~six~~onboarding ~~months~~of ~~ended~~additional software ~~June~~and 30hardware development contractors, ~~2025~~as ~~compared~~well toas ~~the~~higher ~~six~~personnel-related ~~months~~and ~~ended~~prototype ~~June~~development ~~30,~~costs ~~2024~~to support new product initiatives. Our spending for research and development reflects our growing capacity to satisfy customer feature requests and ~~investing~~continued investment in our technology roadmap. ~~The~~As ~~increases~~a ~~are~~percentage of revenue, R&D expenses decreased to 51.0% from 228.7%, primarily ~~driven~~due byto ~~onboarding~~significantly ofhigher ~~additional~~revenue ~~software~~in ~~and~~the ~~hardware~~current ~~development contractors~~period.

For the nine months ended September 30, 2025, research and development (“R&D”) expenses increased by $512 thousand, or 111.4%, to $973 thousand compared to $460 thousand in the prior-year period. The year-to-date increase was primarily driven by onboarding additional development contractors and expanding engineering activities in support of the Company’s long-term product innovation goals. R&D expenses represented 77.3% of total revenue for the nine months ended September 30, 2025, compared to 250.5% in the same period of 2024, reflecting improved operating leverage as revenue expanded.

Sales and Marketing

Sales and marketing expenses for the three and ~~six~~ nine months ended ~~June~~September 30, 2025 and 2024 is summarized as follows:

	For the three months ended June 30,
	For the three months ended September 30,
	2025			2024 (As Restated)			$ Change		% Change
Sales and marketing	$	~~770~~1,~~247~~111,895		$	~~730~~638,~~620~~584		$	39473,~~627~~311		574.41	%
Percentage of revenue		~~607~~142.38	%		~~3,116~~782.72	%

For the six months ended June 30,

For the nine months ended September 30,

2025

2024 (As Restated)

$ Change

% Change

Sales and marketing

12,~~452~~564,~~996~~891

1,~~124~~763,~~586~~170

~~328~~801,~~410~~721

2945.25

Percentage of revenue

~~303~~203.19

~~1,102~~960.62

~~Sales and marketing expense increased by $39,627,~~For ~~or 5.4%, for~~ the three months ended ~~June~~September 30, 2025, ~~compared~~sales toand ~~the~~marketing ~~three~~expenses ~~months~~totaled ~~ended~~$1,112 ~~June 30~~thousand, ~~2024~~an ~~and~~increase byof $~~328~~473 thousand,~~410~~ or 2974.21%, ~~for the six~~ ~~months ended June 30, 2025~~ compared to ~~the~~$639 ~~six~~thousand ~~months~~for ~~ended~~the ~~June~~same ~~30,~~period in 2024. ~~Our~~The ~~spending~~increase ~~for~~was ~~the~~primarily ~~three~~driven ~~months~~by ~~ended~~enhanced ~~March~~functionality ~~31,~~in ~~2025 reflects~~ our ~~continued~~customer ~~pivot~~relationship management ~~towards~~software, ~~the~~as ~~market,~~well ~~with~~as ~~sales~~additional ~~and~~investment ~~marketing~~in ~~spending~~customer ~~increasing~~support byto ~~$328,410~~expand orour ~~29.2%~~sales ~~year~~and ~~over~~marketing ~~year.~~capabilities We expect to further increase ~~this~~spending ~~further~~ in the following quarter to ~~take~~leverage ~~advantage of~~ additional public investment toand ~~build~~strengthen this department to drive growth.

~~The~~For the ~~increases~~nine ~~are~~months ~~primarily~~ended ~~driven~~September by30, ~~the~~2025, ~~usage~~ sales and marketing expenses totaled $2,565 thousand, an increase of ~~additional~~$802 ~~modules~~thousand, ~~and~~or ~~users~~45.5%, compared to $1,763 thousand in the ~~customer~~same ~~relationship~~period ~~management~~of ~~software.~~2024, ~~Customer~~demonstrating ~~support~~the ~~labor~~Company’s ~~cost~~ongoing ~~also~~commitment ~~contributed~~ to ~~the~~market expansion and ~~increases~~revenue growth.

5057

General and Administrative

General and administrative expense for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 is summarized as follows:

For the three months ended June 30,

For the three months ended September 30,

2025

2024 (As Restated)

$ Change

% Change

General and administrative

~~824~~2,~~204~~742,753

~~246~~506,~~216~~886

~~577~~2,~~988~~235,867

~~234~~441.71

Percentage of revenue

~~649~~352.83

~~1,050~~620.39

For the six months ended June 30,

For the nine months ended September 30,

2025

2024 (As Restated)

$ Change

% Change

General and administrative

14,~~441~~184,~~935~~688

~~557~~1,~~575~~064,461

~~884~~3,~~360~~120,227

~~158~~293.61

Percentage of revenue

~~300~~332.87

~~546~~579.7

~~General and administrative expense increased by~~For ~~$577,988, or 234.7%, for~~ the three months ended ~~June~~September 30, 2025, ~~compared~~general toand ~~the~~administrative ~~three~~expenses ~~months~~totaled ~~ended~~$2,743 ~~June 30~~thousand, ~~2024~~an ~~and~~increase ~~increased~~of by $~~884~~2,~~360~~236 thousand, or ~~158~~441.61%, ~~for~~compared to $507 thousand in the ~~six~~same ~~months~~period ~~ended~~last ~~June~~year. ~~30,~~The ~~2025~~increase ~~compared~~is primarily driven by labor costs related to the ~~six~~ramp-up of ~~months~~operations, ~~ended~~higher ~~June~~administrative ~~30,~~support ~~2024.~~for ~~The~~business ~~increases~~functions, ~~are~~and ~~primarily~~increased ~~due~~back-office toheadcount. ~~labor cost~~For ~~pertaining~~the tonine ~~ramp~~months upended ofSeptember 30, ~~the~~2025, ~~manufacturing~~general ~~facility~~and inadministrative ~~Puerto~~expenses ~~Rico~~totaled $4,185 ~~shipment~~thousand, ofup ~~hardware~~$3,120 ~~equipment~~thousand, ~~and~~or ~~inventories~~293.1%, ~~between~~compared ~~our~~to ~~manufacturing~~$1,064 thousand in ~~and~~the ~~testing~~prior ~~facilities~~year, ~~and~~reflecting ~~increased~~the ~~headcount~~continued inexpansion ~~back~~of ~~office~~operational infrastructure to support company growth.

Acquisition and integration

Acquisition and integration expense for the three and nine months ended September 30, 2025 and 2024 are summarized as follows:

	For the three months ended September 30,
	2025			2024			$ Change			% Change
Acquisition and integration	$	243,230		$	635,459		$	(392,229	)		(61.7	)%
Percentage of revenue		31.2	%		778.4	%

	For the nine months ended September 30,
	2025			2024			$ Change			% Change
Acquisition and integration	$	1,154,857		$	1,501,261		$	(346,404	)		(23.1	)%
Percentage of revenue		91.8	%		817.5	%

For the three months ended September 30, 2025, acquisition and integration expenses were $243 thousand, a decrease of $392 thousand, or 61.7%, compared to $635 thousand in the same period of 2024. The decrease reflects lower professional and consulting costs as the Company completed the Business Combination on June 18, 2025. For the nine months ended September 30, 2025, acquisition and integration expenses totaled $1,155 thousand, a decline of $346 thousand, or 23.1%, compared to $1,501 thousand in the prior year period. These expenses primarily consisted of accounting, auditing, and legal fees incurred in connection with the Business Combination, as well as other costs related to transaction execution and post-acquisition integration activities.

Other expenses – SAFE agreements

The tables below summarize the change in the fair value of SAFE agreements and the SAFE agreements activity for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

	For the three months ended June 30,
	For the three months ended September 30,
	2025		2024			$ Change		% Change
Change in fair value of SAFE notes	$	~~17,980,118~~-	$	~~660~~(764,~~755~~446	)	$	17764,~~319,363~~446		~~2,621~~-100	%

	For the six months ended June 30,
	For the nine months ended September 30,
	2025			2024			$ Change			% Change
Change in fair value of SAFE notes	$	(17,368,415	)	$	13(14,~~462~~227,~~710~~156	)	$	(3,~~905~~141,~~705~~259	)		2922	%

	For the three months ended June 30,					For the six months ended June 30,
	For the three months ended September 30,					For the nine months ended September 30,
	2025			2024		2025			2024 (As Restated)
SAFE agreements at fair value, beginning of period	$	~~22,746,675~~-		$	1821,~~904~~200,~~905~~160	$	23,334,626		$	4,602,950
SAFE agreements issued for cash		-			1700,~~634,500~~000		23,752			3,~~134~~834,500
Change in fair value		~~17,980,118~~-			~~660~~764,~~755~~446		17,368,415			1314,~~462~~227,~~710~~156
SAFE notes converted into shares		~~(40,726,793~~-	)		-		(40,726,793	)		-
SAFE agreements at fair value, end of period	$	-		$	2122,~~200~~664,~~160~~606	$	-		$	2122,~~200~~664,~~160~~606

~~The increase in~~ For the ~~change~~three inmonths ~~fair~~ended ~~value~~September of30, ~~SAFE~~2025, ~~expense~~there ~~line item~~ was ~~primarily~~no ~~driven~~change byin the ~~increased estimated~~ fair value of ~~the~~SAFE ~~Company and~~notes, ancompared ~~increased~~to ~~probability~~a decrease of ~~the~~$0.8 ~~Business~~million in ~~Combination~~the ~~that~~same ~~closed~~period onof ~~June 18~~2024, ~~2025,~~representing asa ~~described~~100% indecline. ~~Note~~For ~~4 to~~ the ~~unaudited~~nine ~~condensed consolidated financial statements for the three and six~~ months ended ~~June~~September 30, 2025, ~~qualified~~the ~~as an “Equity Financing.” The~~ Company ~~recognized~~recorded a decrease in fair value ~~change in the SAFE notes~~ of $17.4 million,~~368,415,~~ ~~based~~compared onto ~~the~~a ~~fair~~decrease ~~value~~ of ~~the Common Stock at Closing of~~ $14.~~00 per~~2 ~~share.~~million ~~Contemporaneously~~in ~~with~~ the ~~Business~~prior ~~Combination that closed on June 18~~year, ~~2025,~~an ~~all~~increase ~~outstanding SAFE notes were converted into 2,909,057 shares~~ of ~~Common Stock~~$3.1 ~~No SAFE notes remained outstanding as of June 30~~million, ~~2025~~or 22%.

51At the beginning of the three-month period, no SAFE agreements were outstanding, compared to $22.7 million at the same point in 2024. During the nine months ended September 30, 2025, SAFE agreements at fair value decreased from $23.3 million to zero, following the conversion of all outstanding notes into 2,909,057 shares of Common Stock. No new SAFE agreements were issued for cash during the three months ended September 30, 2025. The change in fair value of $17.4 million for the nine months ended September 30, 2025, was based on the fair value of Common Stock at closing of $14.00 per share.

The decrease in the balance of SAFE agreements was primarily driven by the increased estimated fair value of the Company and the higher probability of the Business Combination, which closed on June 18, 2025, qualifying as an “Equity Financing” under the terms of the Company’s SAFE agreements. As a result, all outstanding SAFE notes were converted into Common Stock, and no SAFE notes remained outstanding as of September 30, 2025.

Comparison of years ended December 31, 2024 and 2023

Revenue, Cost of Revenue, Gross Profit, and Gross Margin

Our total revenue, cost of revenue, gross profit, and gross margin for the years ended December 31, 2024 and 2023 are summarized as follows:

	For the year ended December 31,
	2024			2023			$ Change			% Change
Revenue	$	172,661		$	439,640		$	(266,979	)		(60.7	)%
Cost of goods sold		343,889			86,888			257,001			295.8	%
Gross (loss) profit	$	(171,228	)	$	352,752		$	(523,980	)		(148.5	)%
Gross margin %		(99.2	)%		80.2	%		(179.4	)%		(223.6	)%

Revenue decreased by $266,979, or 60.7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease in revenue is primarily due to a decrease in feasibility studies to new and existing customers.

Cost of goods sold increased by $257,001, or 295.8%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increases are primarily due to additional support staff salaries, compliance cost and cloud hosting cost.

Our gross margin was (99.2%) for the year ended December 31, 2024 compared to 80.2% for the year ended December 31, 2023. The decrease in gross margin is primarily due to additional support staff salaries, compliance cost and cloud hosting cost.

Research and Development

Research and development expenses for the years ended December 31, 2024 and 2023 is summarized as follows:

	For the year ended December 31,
	2024			2023			$ Change			% Change
Research and development	$	759,967		$	837,453		$	(77,486	)		(9.3	)%
Percentage of revenue		440.1	%		190.5	%

Research and development expense decreased by $77,486, or 9.3%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decreases are primarily driven by reduced utilization of software and hardware development contractors.

Sales and Marketing

Sales and marketing expenses for the years ended December 31, 2024 and 2023 is summarized as follows:

	For the year ended December 31,
	2024			2023			$ Change		% Change
Sales and marketing	$	2,524,930		$	449,936		$	2,074,994		461.2	%
Percentage of revenue		1,462.4	%		102.3	%

Sales and marketing expenses increased by $2,074,994, or 461.2%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase reflects our continued pivot toward the market and was primarily driven by higher spending on digital marketing services and additional modules and users in our customer relationship management software.

General and Administrative

General and administrative expenses for the years ended December 31, 2024 and 2023 are summarized as follows:

	For the year ended December 31,
	2024			2023			$ Change		% Change
General and administrative	$	3,588,548		$	742,041		$	2,846,507		383.6	%
Percentage of revenue		2,078.4	%		168.8	%

General and administrative expense increased by $2,846,507, or 383.6%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increases are primarily due to additional labor costs pertaining to the ramp up of the business.

5260

Other expenses – SAFE agreements

The tables below summarize the change in the fair value of SAFE agreements and the SAFE agreements activity for the year ended December 31, 2024 and 2023:

	For the year ended December 31,
	2024		2023		$ Change		% Change
Change in fair value of SAFE notes	$	14,492,176	$	263,239	$	14,228,937		5,405	%

	For the year ended December 31,
	2024		2023
SAFE agreements at fair value, beginning of period	$	4,602,950	$	2,219,711
SAFE agreements issued for cash		4,239,500		2,120,000
Change in fair value		14,492,176		263,239
SAFE agreements at fair value, end of period	$	23,334,626	$	4,602,950

The increase in the liability balance of SAFE agreements for the year ended December 31, 2024, compared to December 31, 2023, was primarily driven by the higher estimated fair value of the Company and the issuance of additional SAFE notes during the year ended December 31, 2024. A corresponding increase in the change in fair value of SAFE notes other expense line items was recorded.

Liquidity and Capital Resources

Funding Requirements and Going Concern

Liquidity is a measure of our ability to access sufficient cash flows to meet the short-term and long-term cash requirements of our business operations. To date, we have funded our operations primarily with proceeds from the issuance of common shares to PIPE investors contemporaneously with the close of the Business Combination. Our future capital requirements will depend on many factors, including, but not limited to, our growth, our ability to attract and retain customers, the continued market acceptance of our solution, the timing and extent of spending necessary to support our efforts to develop our Dot Cloud and meet our performance obligations related to subscription sales of the same, the expansion of sales and marketing activities, and the impact of macroeconomic conditions on us and our customers’ and partners’ businesses. Further, we may enter into arrangements to acquire or invest in businesses, products, services, and technologies. We will need to raise additional capital in the future to finance our operations and expand our business.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management anticipates the Company will continue to incur substantial operating losses for the next several years and will need to obtain additional near-term financing in order to continue its research and development activities. Our ability to continue as a going concern is dependent on its ability to raise additional capital to fund research and development activities and meet obligations on a timely basis. However, there can be no assurance that sufficient funding will be available to allow us to successfully continue our research and development activities and commercialize our products.

If the Company is unable to obtain necessary funds through its business operations and the proceeds realized through the business combination, significant reductions in spending and the delay or cancellation of planned activities may be necessary. These actions would have a material adverse effect on our business, results of operations, and prospects. These conditions raise substantial doubt about our ability to continue as a going concern within one year from the date these interim unaudited consolidated financial statements are issued.

As of ~~June~~September 30, 2025 and December 31, 2024, we had cash of $61,~~492~~418,~~646~~834 and $721,032, respectively, and working capital (deficit) of $~~454~~5,~~040~~ 404,007 and ($1,215,988), respectively.

Sources of Liquidity

To date, we have funded our operations primarily with proceeds from the issuance of common shares to PIPE investors contemporaneously with the close of the Business Combination in the amount of $10,837,643 and proceeds from the issuance of bridge loans. As of ~~June~~September 30, 2025, we had cash of $61,~~492~~418,~~646~~834. In the future, we expect to finance our cash needs through a combination of equity, debt financings, and improvement of cash from operations derived from selling subscriptions to our platform.

As part of its funding efforts, on June 18, 2025, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with New Circle Principal Investment LLC (“New Circle”), which provides the Company the right, but not the obligation, to direct New Circle from time to time to purchase up to $50 million of the Company’s Common Shares during the commitment period ending June 18, 2028, at a discount of the volume-weighted average price (VWAP) over a defined pricing period. Under the SEPA, the Company may sell shares to the New Circle at a price based on either: option 1 – 97% of the lowest daily VWAP over the three trading days following the purchase notice, or option 2 – the greater of 85% of the VWAP or the lowest sale price on a specific trading day determined by the timing of the notice.61

53As part of its funding efforts, on June 18, 2025, the Company entered into the ELOC Agreement with New Circle Principal Investment LLC (“New Circle”), which provides the Company the right, but not the obligation, to direct New Circle from time to time to purchase up to $50 million of the Company’s Common Shares during the commitment period ending June 18, 2028, at a discount of the volume-weighted average price (VWAP) over a defined pricing period. Under the ELOC Agreement, the Company may sell shares to the New Circle at a price based on either: option 1 – 97% of the lowest daily VWAP over the three trading days following the purchase notice, or option 2 – the greater of 85% of the VWAP or the lowest sale price on a specific trading day determined by the timing of the notice.

~~The~~Any purchase ~~Company~~would ~~has~~be ~~the~~subject ~~option~~ to ~~issue a~~certain ~~variable~~limitations, including that New Circle shall not purchase any shares that would result in it and its affiliates beneficially owning more than 4.99% of the then outstanding voting power or number of shares of Common Stock or ~~cash~~any inshares that ~~satisfaction~~would exceed 19.99% of all shares of Common Stock of the ~~$350~~Company outstanding on the date of the ELOC Agreement,~~000~~ ~~commitment~~unless ~~fee~~Company ~~agreed~~shareholder approval ~~upon~~was obtained allowing for issuances in ~~SEPA~~excess of such amount (the “Exchange Cap”). The ~~Company~~Exchange ~~has~~Cap will not ~~paid~~apply under certain circumstances, including where the ~~commitment~~average ~~fee~~purchase asprice of all applicable sales of Common Shares equals or exceeds the lower ~~date~~of (i) the ~~unaudited~~Nasdaq ~~condensed~~Official ~~consolidated~~Closing ~~financial~~Price ~~statements~~immediately preceding the Effective Date; or (ii) the average Nasdaq Official Closing Price for the five Trading Days immediately preceding the Effective Date.

~~Any~~The Company ~~purchase~~had ~~would~~the beoption ~~subject~~ to ~~certain~~satisfy ~~limitations~~the $350, ~~including~~000 ~~that~~commitment ~~New~~fee ~~Circle~~under ~~shall~~the ~~not~~ELOC ~~purchase~~Agreement ~~any~~through ~~shares~~the ~~that~~issuance ~~would result in it and its affiliates beneficially owning more than 4.99%~~ of ~~the~~a ~~then~~variable ~~outstanding voting power or~~ number of shares of Common Stock or ~~any~~by ~~shares~~payment ~~that~~in ~~would exceed 19~~cash.~~99%~~ ofOn ~~all~~September ~~shares~~24, ~~of Common~~2025, ~~Stock~~the ofCompany paid the ~~Company~~commitment ~~outstanding~~fee onthrough the ~~date~~issuance of ~~the SEPA~~106,383 ~~unless Company shareholder approval was obtained allowing for issuances~~shares ~~in excess~~ of ~~such~~Common ~~amount~~Stock, ~~(the~~valued ~~“Exchange~~at ~~Cap”)~~$3.29 ~~The~~per ~~Exchange~~share, ~~Cap~~which ~~will~~was ~~not~~determined ~~apply~~based ~~under~~on ~~certain circumstances, including where~~ the ~~average~~closing ~~purchase~~ price of ~~all~~the ~~applicable sales of~~ Common ~~Shares~~Stock ~~equals~~on orSeptember ~~exceeds~~18, 2025, the ~~lower~~date ~~of (i)~~ the ~~Nasdaq~~Form ~~Official~~S-1 ~~Closing~~was ~~Price immediately~~declared ~~preceding~~effective ~~the~~by ~~Effective Date; or (ii)~~ the ~~average~~SEC. ~~Nasdaq~~The ~~Official~~commitment ~~Closing~~fee ~~Price~~of ~~for~~$350,000 ~~the~~was ~~five~~expensed ~~Trading~~in ~~Days~~September ~~immediately preceding the Effective Date~~2025.

Before the Company elects to sell shares by issuing a purchase notice, the ELOC Agreement represents a purchased put option on the Company’s equity. Once the Company delivers a purchase notice under the ELOC Agreement, the related number of shares to be issued constitutes a forward contract to issue common stock. As the feature is embedded in an equity host, meets the definition of a derivative, and does not qualify for the equity scope exception under ASC 815 Derivatives and Hedging, it must be bifurcated and accounted for separately as a derivative asset or liability, depending on changes in the underlying stock price relative to the pegged discounted VWAP. The derivative is measured at fair value, with changes in fair value recognized in net income. The fair value of the purchased put option was determined to be de minimis as of September 30, 2025, and therefore was not recorded on the Company’s balance sheet as of that date.

Cash Flows

Comparison of ~~Six~~Nine Months Ended ~~June~~ September 30, 2025 and 2024

The following table shows a summary of our cash flow for the periods presented:

	For the six months ended June 30,
	For the nine months ended September 30,
	2025			2024
Net cash (used in) operating activities	$	(38,~~762~~197,~~742~~830	)	$	(23,~~327~~099,~~632~~229	)
Net cash (used in) investing activities		(~~743~~1,~~798~~382,522	)		(~~361~~579,~~862~~327	)
Net cash provided by financing activities	$	10,278,154		$	3,~~134~~834,500

Comparison of years ended December 31, 2024 and 2023

The following table shows a summary of our cash flow for the periods presented:

	For the year ended December 31
	2024			2023
Net cash (used in) operating activities	$	(3,290,008	)	$	(1,668,503	)
Net cash (used in) investing activities		(834,220	)		(672,319	)
Net cash provided by financing activities	$	4,239,500		$	2,120,000

Operating Activities

Our largest source of operating cash is ~~from~~ investments made by our shareholders. Our primary uses of cash from operating activities are for employee-related expenditures, sales and marketing expenses, inventory purchases, and research & development activities. We generated negative cash flows from operations in the preceding two fiscal years. We have supplemented working capital through net proceeds from the sale of equity securities, ~~issuance of SAFE agreements~~ and bridge loans.

Cash used in operating activities was $3.8.2 million for the ~~six~~nine months ended ~~June~~September 30, 2025. This consisted of a net loss of $3034.14 million, adjusted for non-cash charges of $18.56 million, and changes in our operating assets and liabilities of $7.86 million. The non-cash charges were primarily composed of change in fair value of SAFE note expense of $17.4 million and loss on extinguishment of debt of $5.7 million.

Cash used in operating activities was $2.3 million for the six months ended June 30, 2024. This consisted of a net loss of $16.2 million, adjusted for non-cash charges of $13.6 million, and changes in our operating assets and liabilities of $229 thousand. The non-cash charges were primarily composed of change in fair value SAFE note expense of $13.5 million.62

Cash used in operating activities was $3.1 million for the nine months ended September 30, 2024. This consisted of a net loss of $18.9 million, adjusted for non-cash charges of $14.4 million, and changes in our operating assets and liabilities of $1.3 million. The non-cash charges were primarily composed of change in fair value SAFE note expense of $14.2 million.

Cash used in operating activities was $3.3 million for the year ended December 31, 2024. This consisted of a net loss of $21.5 million, adjusted for non-cash charges of $14.7 million, and changes in our operating assets and liabilities of $3.5 million. The non-cash charges were primarily composed of change in fair value SAFE note expense of $14.5 million.

Cash used in operating activities was $1.7 million for the year ended December 31, 2023. This consisted of a net loss of $1.9 million, adjusted for non-cash charges of $325 thousand, and changes in our operating assets and liabilities of $54 thousand. The non-cash charges were primarily composed of change in fair value SAFE note expense of $263 thousand.

Investing Activities

Cash used in investing activities was $~~744~~1.4 ~~thousand~~ million for the ~~six~~nine months ended ~~June~~September 30, 2025, which primarily consisted of $~~107~~484 thousand of property and equipment purchases and $~~637~~899 thousand of capital expenditures for internal-use software development costs.

Cash used in investing activities was $~~362~~579 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024, which consisted of capital expenditures for internal-use software development costs.

Cash used in investing activities was $834 thousand for the year ended December 31, 2024, which consisted of capital expenditures for internal-use software development costs.

Cash used in investing activities was $672 thousand for the year ended December 31, 2023, which consisted of capital expenditures for internal-use software development costs.

Financing Activities

Cash provided by financing activities was $10.3 million for the ~~six~~nine months ended ~~June~~September 30, 2025, which primarily consisted of $10.8 million in proceeds from PIPE investors.

Cash provided by financing activities was $3.1 8 million for the ~~six~~nine months ended ~~June~~September 30, 2024, which consisted of $3.18 million of proceeds from issuance of ~~bridge~~SAFE ~~loans~~notes.

Cash provided by financing activities was $4.2 million for the year ended December 31, 2024, which consisted of proceeds from issuance of SAFE agreements for cash.

Cash provided by financing activities was $2.1 million for the year ended December 31, 2023, which consisted of proceeds from issuance of SAFE agreements for cash.

Contractual Obligations and Commitments

Our estimated future obligations consist of leases and non-cancelable purchase commitments as of ~~June~~September 30, 2025. For additional discussion on our leases and other commitments, refer to Note 12 – Leases and Note 14 – Commitments and Contingencies to our unaudited condensed consolidated financial statements for the three and ~~six~~nine months ended ~~June~~September 30, 2025 included elsewhere in this prospectus.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are more fully described in Note 2 to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025, we believe that the following accounting policies are the most critical to fully understanding and evaluating our financial condition and results of operations.63

While our significant accounting policies are more fully described in Note 2 to our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025, we believe that the following accounting policies are the most critical to fully understanding and evaluating our financial condition and results of operations.

Accounting for SAFE Agreements

In accordance with FASB ASC 815 40, Contracts in Entity’s Own Equity, the Company determined the SAFE agreements are freestanding financial instruments and accordingly are classified as “liabilities” in the accompanying condensed consolidated balance sheets. The SAFE agreements are carried at estimated fair value determined by the Company using a probability weighted expected return method.

Revenue Recognition

Revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

We determine revenue recognition through the following steps:

Identification of the contract, or contracts, with a customer;

Identification of the performance obligations in the contract;

Determination of the transaction price;

Allocation of the transaction price to the performance obligations in the contract; and

Recognition of revenue when, or as, we satisfy a performance obligation.

We offer feasibility studies which allow customers to gain insight into how data driven tracking could improve their business. As part of our studies, off-the-shelf components are installed on customer-owned assets which enable data to be captured by our beta Zero Infrastructure Mesh (“ZIM”) technology network. These feasibility studies allow the refinement of our software protocols and provide essential information for the continued development of our solution. Customers receive the information captured in our feasibility study reports. These feasibility study reports are the only performance obligation in our contracts.

We determined that the single promise to our customers is satisfied at a point in time. In reaching this conclusion, we considered the context of the contract and the nature of our promise to provide the customer with actionable insights to improve the management of their operations in a feasibility report.

The single performance obligation is satisfied at a point in time, as our customers do not consume the benefits of our studies until their feasibility report is delivered. Accordingly, the fixed consideration related to the performance obligation is recognized on when control of the feasibility report is transferred to the customer which is upon acceptance.

The estimates involved in revenue recognition pertain to determination of standalone selling price. Management considered the data inputs for the standalone selling price and determined that the adjusted market assessment approach provided the best estimate of the standalone selling price. The estimates applied have been reasonable in the past and the likelihood of change in estimate to impact the standalone selling price is remote.

Internal-Use Software Development

In accordance with FASB ASC Topic 350 40, Intangibles Goodwill and Other Internal Use Software, we capitalize software development costs incurred on new applications or enhancements to applications during the application development phase of software for internal use to provide services to customers. These capitalized costs include certain payroll and payroll related costs for employees and costs for outside consultants who are directly associated with and who devote time to internal use software projects. Costs incurred prior to the application development phase and after the market release are expensed as incurred.

Internal use software is amortized on a straight-line basis over its estimated useful life from the date the project is substantially complete and ready for its intended use. The estimated useful life will be determined based on management’s judgment on how long the core technology and functionality serves internal needs and the customer base. Once projects are substantially complete, management will evaluate the useful lives of these assets on an annual basis and will test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. These costs are not yet amortized as our SaaS solution has not been deployed.

Management considers use of estimates in determining the appropriate allocation of personnel costs (including fringe benefits and stock compensation) and software development consultants’ costs to software capitalization. Such costs were analyzed for reasonableness and the current basis (evaluation of project plans and stage) is determined to be the best estimate of the costs capitalized during the period. The estimates applied have been reasonable in the past and the likelihood of change in estimate to impact the software cost capitalized is remote.

Recently Issued and Adopted Accounting Pronouncements

We describe the recently issued accounting pronouncements that apply in Note 2 of the unaudited condensed consolidated financial statements as of and for the three and ~~six~~nine months ended ~~June~~September 30, 2025.

Emerging Growth Company Status

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard.

5765

OUR BUSINESS

Industry Background

Digital transformation is imperative for companies to compete in the current commercial environment. Those companies that successfully transform their businesses through modern applications, digital workflows, and intuitive user experiences often benefit from loyal customers, innovative offerings, and scalable business models that drive greater profitability and dominate competition. The proliferation of smart devices, growth in cloud applications, increasingly disparate user bases, Artificial Intelligence (AI) and heightened customer expectations are together driving digital adoption. This transformation has already happened across many large industries. In the retail, advertising, media, and information technology industries, for example, innovative, digital-first entrants have disrupted older business models, fundamentally changing the way they operate. Many industries that depend on physical operations, however, have been slower to adopt digital transformation. Despite their size and critical position in the worldwide economy, many companies in industries that depend on physical operations, such as logistics, manufacturing, construction, mining, health care and others still largely rely on manual processes, siloed data, spreadsheets, and legacy software. These industries represent a massive, underpenetrated market for digital transformation.

The State of Operations Today

Many operations-intensive businesses rely on high-value assets and equipment, deploy large field workforces that need coordination, manage complex logistics that require precision, and navigate industry-specific workflows that call for specialized knowledge. These businesses prioritize safety, efficiency and sustainability, while needing to adhere to a myriad of regulatory requirements. Businesses that depend on physical operations are in a unique position to leverage connected IoT assets to generate real-time operational data and deploy AI to drive insights, pursue automation, and improve efficiency in their business processes. For operations-intensive businesses to stay competitive and agile, there is an imperative to adopt digital technologies, and a significant business risk from complacency. Yet the industrial market has been slow to adopt IoT technology or AI advances in their operations.

Challenges with Operations include:

●

Lack of Data Access and Siloed Systems. Many assets used for physical operations, such as vehicle fleets, machinery, factories, and remote equipment generate enormous amounts of operational data which often cannot be accessed. Even when the data can be accessed, it resides in multiple siloed systems made up of software and hardware components from various vendors. Lack of data access and siloed systems make it difficult to unify data in the cloud and develop actionable business insights.

●

Breadth and Diversity of Data. The breadth and diversity of data collected from physical operations limits the ability for users to consolidate different data types and make better operational decisions. This data, which can be both structured and unstructured, can be challenging to cleanse and normalize before analysis.

●

Reliance on Legacy Tools. Many operations-intensive businesses run on legacy software designed to manage and monitor individual tasks. Others still rely on spreadsheets and paper. These legacy tools were built decades ago and are not designed for scalable analytics.

●

Limited In-House Innovation. Businesses with physical operations typically have limited engineering personnel, IT resources, and funds dedicated to identifying causes of inefficiency and opportunities to avoid future safety, security or sustainability issues. These businesses have traditionally relied on third-party vendors to seek ways to improve their business processes.

●

Compliance Burden. Businesses with extensive physical operations are subject to an increasingly complex patchwork of regulations that cover the range of their physical operations footprint, from environmental conditions to workplace safety and employee monitoring. Compliance with these regulations can be complicated, costly, and time-consuming.

●

Rugged Environments and Uses. Industrial processes often operate in rugged environments, including both indoor and outdoor settings. Many IoT implementations are made first for consumers and office spaces, where devices do not need to meet these standards. The environment and rough handling of the industrial market makes adoption harder.

5866

Use of IoT in Connected Operations

Technological advances have made it possible for companies to visualize their operations digitally in the cloud in real time. These advances include:

●

Proliferation of Connected Physical Assets. According to data from IDC, the number of connected IoT assets, such as machinery, vehicles, warehouses, and factories, is expected to significantly increase, from approximately 33 billion in 2021 to 39 billion by 2024.

●

Advances in Cloud-Based Big Data. The cloud has significantly lowered computing and storage costs, which has enabled massive amounts of data to be processed and analyzed efficiently. With these advances, more businesses are transitioning to the cloud, which simplifies data extraction and data integration.

●

Faster and Cheaper Wireless Capabilities. The proliferation of Bluetooth Low Energy and advances in cellular technology have increased the bandwidth and lowered the cost of wireless connectivity. These improvements enable more IoT devices to cost-effectively connect to the cloud, making it feasible to stream real-time data and high-definition video. The 5G rollout in the U.S. and around the world will continue to further these advancements.

●

Improvements in Camera and Sensor Technology. Cameras and other sensor technology have experienced rapid innovation, with improvements in capture quality at lower cost. Cameras and other sensors have become smaller, more affordable, more energy-efficient, and more sensitive, resulting in their widespread proliferation.

●

More Powerful Artificial Intelligence. AI algorithms are becoming increasingly accurate and flexible, while AI processing capabilities at the edge and in the cloud are growing. The resulting AI capabilities make it possible to analyze quantities of operations and IoT data too voluminous for ordinary human analysis or legacy software, and to distill it down in real-time.

Our Company

CID Holdco, Inc., a Nevada corporation, helps businesses digitally transform their operations using IoT and AI technology. With significant innovations in RF networking, use of vision system overlays and a cloud-based AI engine, the company offers a differentiated asset tracking and workflow management solution for operations intensive enterprises.

Overview

CID Holdco offers a SAAS platform for customer subscription that provides intelligent, real-time tracking and visibility of high value assets from one convenient application. This unique tracking capability is paired with intelligent software algorithms, including machine learning and AI, to provide enhanced safety, assurance and efficiency for important processes in the enterprise.

Another common application is tracking inventory. CID Holdco provides a unique capability to dynamically sweep item inventory with roving, inexpensive readers powered by batteries. Due to their low cost and wireless capability, these inexpensive readers can be deployed on pallets, fork trucks, shelves or even people to provide coverage of the location of interest. As a result of this capability, CID Holdco technology is disruptive to legacy logistics systems which are either inadequate to gather this level of detail or much more expensive and inflexible to deploy.

5967

CID Holdco systems automatically process inbound and outbound personnel or items, using RF tags or access cards, while AI-enabled cameras verify the asset is the one expected. This real-time, two-layer authentication streamlines customers’ access control process, allowing them to track assets in real time and identify anything that is not authorized. This capability can be especially valuable when providing edge intelligence to automation or robotics systems.

Another example application is guided spotting and collision avoidance for vehicles. CID Holdco not only provides a system that can track autonomous or piloted vehicles generally but if desired can overlay a precise tracking implementation that enables collision detection and avoidance. With attachment to a governor on the vehicle, the system can slow or stop the vehicle to prevent collision with another asset or person in real-time.

Using the CID Holdco rules engine, customers can set conditions for automatic alerts or actions to be taken related to specified parameters set by users in their application. Using the system also allows the organization to begin collecting valuable data, which can be analyzed to glean insights for better decision making across any organization or fed into an advanced AI implementation. To the extent customers are comfortable enabling it, CID Holdco provides the capability to enable machine learning and AI intervention in complex processes to enhance safety, assurance and efficiency.

As a result of the unique process visibility provided by their innovations, CID Holdco is often implemented as an edge system producing rich data streams for other supervisory systems of record. Powerful commercial partnerships are intended to be formed with large ERP, MES or WMS system players in the targeted vertical markets.

In short, CID Holdco brings a next generation capability to know when, where and why assets move in the enterprise, providing an opportunity to apply AI to complex edge processes.

The following table is a summary of the state of development of each of our software products and services offerings:

Software Capitalization	Description	Currently under development	Timing for commercial release	Remaining estimated costs
BLE Protocol	Software protocol development for communication between bridges	1.4 in progress	~~2025~~2026 Q4Q2	$	347,000
Locating Protocol	Software protocol development for locating items	1.4 in progress	~~2025~~2026 Q4Q2	$	312,000
Web Backend	Software infrastructure to support web services	3.0 in progress	~~2025~~2026 Q4Q1	$	249,600
Rest API	RestFull interface development for 3rd party software connection	3.0 in progress	~~2025~~2026 Q4Q1	$	146,800
Web Front End	User interface to web services	3.0 in progress	~~2025~~2026 Q4Q1	$	249,600
AWS Services	Development of structure to use AWS service modules	3.0 in progress	~~2025~~2026 Q4Q1	$	112,000
CI/CD Pipelines	Integration and deployment tool development	3.0 in progress	~~2025~~2026 Q4Q1	$	57,200
LORA LoRa & Reliability	Long range communication protocol development	1.4 in progress	~~2025~~2026 Q4Q2	$	154,000
Total Projected Software Development Cost				$	1,628,200

6068

The costs shown in the table above are largely the cost of human resources associated with the project, with some additional minor costs related to use costs for infrastructure, tools and platforms that support the development. Each module has a team dedicated to the release of the next version of the module. The time of team members spent on the projects are pro-rated against salary levels and attributed to the module capitalization. Time is spent on development, test, compliance and commercialization activities to prepare modules for sale to the general market.

The time of team members spent on the projects are pro-rated against salary levels and attributed to the module capitalization. Time is spent on development, test, compliance and commercialization activities to prepare modules for sale to the general market.~~” Commercialization~~ Commercialization activities include installers and scripts required for future customers to activate their license and commercially use the software product. The development stage costs are a.) direct costs incurred from external consultants in developing the internal-use software ~~and~~ and b.) direct costs incurred from payroll and payroll-related costs for employees who are directly associated with and who devote ~~time~~ time to the internal-use computer software projects. The cost of these commercialization activities are included in the capitalization.

Real-Time Location Systems (“RTLS”)

RTLS is a real-time indoor and outdoor location tracking system that locates and monitors any person, asset or vehicle within a defined zone covered by a radio frequency (“RF”) network.

RTLS tags are made up of a small antenna, motion sensors, RTLS microprocessor, and a battery. Most batteries on RTLS tags can last for months (continuous movement) or many years (occasional movement) before needing to be recharged or replaced. The tags transmit a few times in a second or once every few seconds or minutes, depending on how often customers need to refresh the location data for their application.

Customers can utilize UWB or BLE indoors; LORA, GPS and 4G/5G outdoors. Using combinations of these technologies CID Holdco can bridge the gap between inside and outside to give customers a comprehensive tracking solution for their yard, cross dock, airport, sea port, warehouse or distribution center — anywhere they need to track people, assets or vehicles — whether indoors or outside. CID Holdco employs tags and readers from many other vendors as part of their system when appropriate for the application.

A unique aspect of CID Holdco is that they provide passive (battery free) transponders at BLE frequencies, in fact they are the only company offering an industrial passive BLE transponder. Using this capability, CID Holdco can deploy systems that combine inexpensive passive tags on general items with more expensive battery powered tags on items of greater interest to create a cost-effective tracking system.

It is also uncommon for tracking companies to use RF and Vision systems in combination. With the advent of inexpensive AI cameras, it has become cost effective for CID Holdco to pair these vision systems with their RF tracking systems to provide comprehensive coverage.

Tracking Services

CID Holdco provides personnel tracking enabled with passive or wireless rechargeable ID badges or belt clips, allowing data-driven efficiency and safety. Both indoor and outdoor tracking capabilities are supported by CID Holdco innovative technology.

Personnel and vehicles can often be tracked with vision systems as well. In many instances, tracking through key POI (Points of Interest) with RF and vision is essential to provide enhanced safety or assurance for the organization.

In addition, CID Holdco utilizes vehicle telematics systems where appropriate to track vehicles over wide areas.

Sensors (temperature, motion, pressure etc.) are also often deployed as part of the system to track key process parameters and can be inputs into the rules engine.

6169

Solutions

For customers that need to know when, where and why assets and personnel are moving, and to have assurance that orders are progressing, CID Holdco provides a variety of solutions, including the following:

Inventory Management and Control

Warehouses and cross docks are a primary use case for the tracking and process control features of the CID Holdco system. Real-time Inventory, Picking, Packing and Putting are all applications supported by the system and to which CID Holdco provides disruptive, next generation capability.

Manufacturing

Any operation where material, manpower and machines are working in concert is a primary area where CID Holdco offers comprehensive solutions. Tracking inventory levels in supermarkets, picking areas or assembly sites are typical applications. Solutions for transportation and fulfillment between work cells, managing RTIs and providing data for automated material systems and robotics are also offered. The CID Holdco solution extends across campus manufacturing and can tie tracking between multiple buildings, outdoor storage areas and work cells together.

Mining and Construction

The dynamic nature of these sites makes them particularly good areas for CID Holdco battery powered and long-range wireless solutions. Solutions include machine and material inventory tracking, personnel tracking, guided spotting and collision avoidance. Vision systems are often combined with tracking at these sites to manage contractors and access control.

Military Operations and Logistics

Supporting primarily material flow and security applications, CID Holdco provides the military with an easy to deploy, dynamic and secure means of tracking material and important workflows. Inventory applications include munitions, materials, consumable supplies and many classes of assets and equipment. Visitor and contractor check-in, base-wide tracking as well as selected personnel applications in the battlefield are also of interest. Vehicles, safety equipment and tool tracking are also important applications.

Airport and Aviation Ground Support Management

CID Holdco solutions allow customers to create a connected network of vehicles, ground support equipment (“GSE”) and personnel with more control over the coordination of airport services.

Many customers have large, outdoor areas where asset tracking in open space is very helpful. Traditional infrastructure is often too dense and expensive to install in this use case, but the CID Holdco outdoor tracking solution meshes seamlessly with its indoor tracking solutions to provide a comprehensive solution that compliments customers’ existing systems. This helps avoid common problems, including lost or stolen assets, delays in locating GSE and inefficient use of resources.

The CID Holdco solution is designed to improve efficiency and optimize workflows by providing real-time tracking and control over all the resources at terminals and in cargo areas. With automated asset tracking solutions for aviation, customers can track employees enterprise-wide (indoors and outdoors), maximize the utilization of GSE assets, and track line maintenance teams, parts, tools and kits to maximize productivity.

Forklift Collision Warning

The forklift collision avoidance solution is simple, promotes compliance and is flexible with the needs of customers. The solution involves minimal infrastructure investment and can be connected through the CAN bus port, allows customers to improve their regulatory compliance by having control over forklift movements for collision warning, and can be bundled with a forklift tracking system for a more comprehensive indoor location solution.

Medical Logistics

The RTLS healthcare system includes a comprehensive digital pattern of human and asset movement and their use and interaction, so that customers get actionable insights to improve patient experience and outcome while optimizing internal logistics.

CID Holdco provides a comprehensive solution that compliments customers’ existing systems. Customers can track staff and patients enterprise-wide, and maximize the utilization of medical equipment and supplies in hospitals, austere medical environments or medical and emergency vehicles. The solution improves efficiency and optimizes workflows by providing real-time tracking and control. This helps avoid common problems including lost or stolen assets, delays in locating critical medical supplies and inefficient use of resources. Not only do CID Holdco solutions allow for the tracking of medical and emergency vehicles, they also provide item-level tracking within vehicles, trailers or any kind of storage or transportation container.

6270

Yard Management

Yard management RTLS systems enable improved material handling processes, security, safety, and turnaround times. By providing a bridge between what’s happening inside the facility and transportation, yard management systems (“YMS”) create valuable opportunities for businesses to improve their yard processes and profitability.

YMS are a combination of software and hardware working together to oversee the movement of trucks and trailers within manufacturing, distribution, warehousing and delivery facilities. The primary goal of yard management is to make business operations more efficient. Yard management systems help improve efficiency, safety, and ease of inventory loading/unloading, transportation management, and warehouse management. YMS provides real-time location information of trailers in the yard so employees can stage trailers to docks and fulfill orders efficiently.

Artificial Intelligence

Our solution operates as an edge execution and intelligence module, almost always integrated with an enterprise software (ERP, MES, WMS, etc.) system of record. Traditionally these enterprise software packages have relied on training personnel to execute orders and workflows, with little or no tracking of the interim steps between significant process milestones.

We track and direct actions with much more detail than historical systems, due largely to our advanced IoT data collection capabilities. This additional data not only fills in gaps in the enterprise workflow records to create a more complete digital thread of the process, it provides a rich data source for enhancing enterprise execution through the use of AI. There are three primary ways that AI technology is applied in our solution:

We use AI Cameras as one of our means of data collection. This means that one or more cameras may be installed in the enterprise to monitor designated areas of interest. We capture the data streams from these cameras and use AI algorithms to recognize various objects moving in frame. Algorithms used are currently simple object recognition, i.e. we determine the object is a box, a person, a forklift, etc. Where a trackable tag has been applied to the object (RFID, Barcode, etc.), we correlate the image seen with the trackable information recorded and use probability filters to overlay the trackable information with the observed object. This enables enhanced intelligent tracking of assets using the overlay of digital image capture and the tracking information (identification number of the asset, parameter fields, location information and date and time stamps generated during associated movements) stored in our database. We anticipate that our AI Camera module will likely be enhanced in the future to include more advanced object recognition, such as long-range symbology (barcode) reading, facial recognition for personnel and greater learning capabilities to distinguish between various packages, tools or equipment in a given enterprise.

We use a Rules Engine to allow our administrative users to set rules that should not be violated in their particular application. Examples of typical rules may include constraints such as not loading through a certain dock door after 4:00 pm, always having two bins worth of material in every pick station, restricting aisle access to one machine at a time, etc. Our Rules Engine uses real-time tracking information as input to monitor and enforce the rules set by the user. Alarms can be set to inform supervisors to intervene and I/O devices can be triggered to prevent violation of the rules. The data set for this AI action includes the digital image capture and the tracking information (identification number of the asset, parameter fields, location information and date and time stamps generated during associated movements) stored in our database.

We use AI to implement Enhanced Workflows. Our software supports common material handling workflows including Pick, Put, Pack, Inventory and Inspect. In performing these tasks, operators in the future can be assisted by intelligent algorithms that work in the background to provide context, meaning and analysis of the data supporting the action they are being asked to do. For example, a picker can have his jobs prioritized in real-time to meet timelines the AI system calculates are required for upstream operators, an inspector can have suspected batches flagged based on a combination of parameters observed by the system or a forklift operator can be directed to put material in a bay that is optimized for quickest access for a future action. This enhanced function can be displayed as suggestions for the operator to consider or enabled to act directly on the order being executed to direct the operator. The AI engine has a learning element that allows it to assist more effectively over time as it learns the workflows of the particular enterprise.

6371

The data sets used to enhance workflows include the same digital image capture and tracking information (identification number of the asset, parameter fields, location information and date and time stamps generated during associated movements) stored in our database as our other AI implementations. However this feature also depends on a meta-data object we call a Recipe. The Recipe encodes the concept that any action in tracking, transforming or transporting an asset requires specified conditions, time and resources to be accomplished. In the future, the AI algorithms will attempt to optimize all aspects of the recipe to most effectively achieve the outcome required by the enterprise management system.

In connection with developing and implementing our AI algorithms, we use the following third-party toolkits:

AWS Services:

—

AWS KVS: Used for video streaming, not inherently AI, but can be integrated with AI for video analysis in the future.

Libraries:

—

YOLOv8 & YOLOv10: These are object detection models specifically used for AI purposes, particularly computer vision.

—

open-cv: An open-source library used for computer vision tasks, commonly used in AI applications.

—

deepsort: Used for tracking objects, often paired with AI models like YOLO for real-time AI-based tracking.

—

pytorch: A deep learning library, essential for AI and machine learning model development.

—

numpy: A fundamental library for numerical computations, frequently used in AI tasks for handling data arrays.

AI Tools & Data:

—

Stable Diffusion: An AI model for generating images.

—

Midjourney: An AI tool for generating images from text prompts.

—

Adobe Firefly: AI-powered creative tools for image and video editing.

—

Roboflow: A platform that assists in building computer vision models, supporting AI workflows.

Tools:

—

labelImg: Used for labeling images, an important step in AI model training, especially for computer vision.

Corporate Structure

~~The~~As of December 31, 2025, the company ~~anticipates~~ ~~having~~has 4468 full-time equivalent employees ~~in 2025~~. These resources are organized into five major departments, each headed by an executive: asSales, ~~shown~~Marketing, ~~below:~~Customer Success, Research & Development and General & Administrative which include manufacturing and operations.

The company is based in the United States with four existing or planned locations of activity:

Las Vegas, Nevada — hosts our Go-To-Market team including our Sales, Marketing and Professional Services leadership, a Western Experience Center for demonstrations as well as customer and channel training facilities.

Bethesda, Maryland — hosts our General & Administration leadership team, an Eastern Experience Center for demonstrations as well as customer and channel training facilities.

6572

Worcester, Massachusetts — hosts our R&D group, including a lab space with testing equipment and meeting facilities to host customer integration meetings. Note that while our US-based developers are clustered around this location, a significant portion of our R&D developers are located in Bangalore, India and access the lab equipment remotely to conduct tests and validation.

Manati, Puerto Rico — the site of our hardware manufacturing, a small factory producing selected tags and bridges that are specific to the unique tracking system of the company.

Competition

The asset, personnel and material flow management industry is highly fragmented, with most vendors offering software and/or hardware solutions addressing specific industry verticals or specific solution sets. Our competition can be described from several perspectives as follows:

Market Leaders in Tracking and AutoID Systems

Zebra — Zebra Technologies Corporation is a mobile computing company based in San Francisco, California, specializing in technology used to sense, analyze, and act in real time. The company manufactures and sells marking, tracking, and computer printing technologies. Its products include mobile computers and tablets, software, thermal barcode label and receipt printers, RFID smart label printers/encoders/fixed & handheld readers/antennas, autonomous mobile robots (AMR’s) & machine vision (MV), and fixed industrial scanning hardware & software. As the largest incumbent in the US market, with a legacy in printer manufacturing and barcode systems, its business model is focused on growing and developing new technology via acquisition, including a $3.5B deal to buy Motorola Solutions business in 2014.

Samsara — Samsara Inc. is an IoT company headquartered in San Francisco, California, that provides software and insights for physical operations. The company reports over 20,000 customers across North America and Europe. Samsara developed a connected operations cloud platform that provides insights to physical operations organizations in the transportation, construction, energy, utilities, public sector and retail industries, and supports the safety and efficiency of those operations. The company’s initial public offering raised $805 million in December 2021. They use a SAAS model with most of their revenue in ARR software subscriptions.

HID Global — Originally a German multinational, they were purchased by a Swedish company and relocated their corporate headquarters to Texas. The company is known for its Access Control and Security products and services and have expanded to all aspects of RFID and barcoding, including real-time tracking and AI.

6673

Niche or Regional Tracking System Players

The market is crowded with small players as is typical in periods of generational transition. Many are attempting to apply IoT technology in a specific way or focused on a particular vertical application.

Company	Location	Notes
Link Labs	Annapolis, MD	BLE with a patented overlay protocol XLE (extreme low energy). Phase-ranging with 3 – 7 years battery life and accuracy in asset location to within a meter. Use pRFID too.

Cognosos	Atlanta, GA	BLE with Location AI technology, LoRA distance backhaul using Semtech LPWA, 1-3m accuracy. Use pRFID too.

True Spot	Irving, TX	BLE system, focused on Health Care market

Blueiot	Beijing, China	They claim to have done a BLE implementation with accuracy to 10cm.

Dusun	Hangzhou, China	Lorawan and BLE, some zigbee, broad hardware offer.

Mokosmart	Shenzen, China	Big hardware maker, #1 in our space for private labelling

Milesight	Xiamen, Fujian, China	Use Lora, BLE and video feeds in their system

Digital Matter	Perth, AUS	Telematics and tracking systems, LoRA and BLE

Abeeway	Biot, France	Lorawan and BLE, indoor and outdoor capability

Kontakt.io	Krakow, Poland	Initially a hardware vendor, have grown into full solution with hardware as a key element

Ubisense	Cambridge, UK	UWB high precision tracking is the focus, also have a line of BLE tracking solutions.

Radiant RFID	Austin, Texas	UHF RFID systems, attempting to migrate to next generation technology

Sensolus	Ghent, Belgium	Tracking and workflow systems

Litum	Izmir, Turkey	UWB high precision tracking is the focus, also have a line of BLE tracking solutions.

Savi	Alexandria, VA	Military supplier, long range tracking tags for containers and pallets. ISO 18000-7

Inpixion	Palo Alto, CA	Use of BLE and UWB as needed. Open architecture. Inpixon is a business unit of XTI Aerospace, Inc.

Combined, these smaller players represent approximately $350M in annual sales. Most are using a transactional model, selling software and hardware bundled into a solution with a one-time fee, often with a maintenance fee for each year of operation.

There are industry specific players, particularly in Health Care, where the requirements can be quite specific and the use cases focused.

Competition is from all over the word, with many of the most important competitors centered in the US market, although China is a big part of this list even if they are not explicitly identified. Many of the devices designed by these players are made in China via contractors.

There is also a wide technology spread. Some specialize in precise location services using UWB. Some are strictly BLE or LoRA shops.

Note that this list does not include all of the passive RFID and barcode system companies also active in the market. Their legacy footprint represents one of the best market opportunities to convert.

Company	Location	Notes
Link Labs	Annapolis, MD	BLE with a patented overlay protocol XLE (extreme low energy). Phase-ranging with 3 – 7 years battery life and accuracy in asset location to within a meter. Use pRFID too.

Cognosos	Atlanta, GA	BLE with LocationAI technology, LoRA distance backhaul using Semtech LPWA, 1-3m accuracy. Use pRFID too.

True Spot	Irving, TX	BLE system, focused on Health Care market

Blueiot	Beijing, China	They claim to have done a BLE implementation with accuracy to 10cm.

Dusun	Hangzhou, China	Lorawan and BLE, some zigbee, broad hardware offer.

Mokosmart	Shenzen, China	Big hardware maker, #1 in our space for private labelling

Milesight	Xiamen, Fujian, China	Use Lora, BLE and video feeds in their system

6875

Company	Location	Notes
Digital Matter	Perth, AUS	Telematics and tracking systems, LoRA and BLE

Abeeway	Biot, France	Lorawan and BLE, indoor and outdoor capability

Kontakt.io	Krakow, Poland	Initially a hardware vendor, have grown into full solution with hardware as a key element

Ubisense	Cambridge, UK	UWB high precision tracking is the focus, also have a line of BLE tracking solutions.

Radiant RFID	Austin, Texas	UHF RFID systems, attempting to migrate to next generation technology

Sensolus	Ghent, Belgium	Tracking and workflow systems

Litum	Izmir, Turkey	UWB high precision tracking is the focus, also have a line of BLE tracking solutions.

Savi	Alexandria, VA	Military supplier, long range tracking tags for containers and pallets. ISO 18000-7

Inpixion	Palo Alto, CA	Use of BLE and UWB as needed. Open architecture. Inpixon is a business unit of XTI Aerospace, Inc.

Airista	Timonium, Maryland	Partnership with Cisco, wifi and BLE product line with good software interfaces

Centrak	Newtown, PA	Health care focus, Indoor location using wifi and BLE VA contract win was very large.

6976

Company	Location	Notes
Pozyx	Ghent, Belgium	Indoor and outdoor rtls. Use of GPS BLE and other technologies opportunistically

Sewio	Brno, Czech Republic	Primarily a UWB player, competing in the precision location space. Some edge cases with BLE

Ekahau	Reston, VA	Wifi and BLE locating health care and indoor focus

Stanley Healthcare	Litchfield, UK	Health care focus, Indoor location using wifi and BLE

Automation and Sensor Companies

Large automation players such as Honeywell, Siemens, Rockwell Automation, Mitsubishi, Panasonic, Omron, Sick, Schneider Electric and their peers are adept at selling hardware and software solutions to improve operations in the target markets of the company. Many of them are involved in IoT/AI and have incubators or have acquired small companies that are direct competitors to the company. While they can compete in specific applications, this group are more often seen as complimentary to the solutions of the company. Their channel partners are prime targets to take on the solution set provided by the company to augment existing offerings from their primary line card.

ERP, MES or WMS Players

This group includes Korber, SAP, Microsoft, Oracle, Blue Yonder, Infor, Manhattan Associates etc. and can compete with the company in some applications but are most often commercial partners in the solution. SEE ID will act as an edge module that is integrated into their platform for enhanced visibility, safety, assurance, or execution in the system.

Infrastructure and Integrator Vendor Consultants

IBM, CiscoJuniper Networks, JMA, Sirerra Wireless, Dell, Arista, HPE have some extensive infrastructure and software of their own to enhance systems processes. This group can be very competitive with the company in capturing enterprise digital migration adoption, they have a primary mission of being the “pipe” that the enterprise looks to for the future. Once they have mindshare in an account, they often play a primary role in specifying other systems (particularly hardware) with the customer to enhance the process over time, leveraging their position, AI and workflow software can be competitive but are not the focus of their mission, often providing only general solutions. They are complementary at the edge level and may be cultivated as channel partners for our solutions.

Workflow Automation, Integration & AI Vendor Consultants

Microsoft, Appian, SS&C Blue Prism, Pegasystems, Automation Anywhere, UiPath have some extensive software to enhance systems processes. This group can be very competitive with the company in capturing enterprise digital migration adoption, they have a primary mission of being the “pane of glass” that the enterprise looks to for the future of their digital enterprise. Once they have mindshare in an account, they often play a primary role in specifying other systems with the customer to enhance the process over time, leveraging their position. Their dashboard, AI and workflow software are competitive, but they are complementary at the edge level and may be cultivated as channel commercial partners for our hardware solutionsIoT system.

7077

Competitive Factors

The principal competitive factors in the markets in which we operate include:

●

AI Implementation — while this is an emerging area, we are investing heavily in this battleground feature. We believe that soon the most important aspect of the buying decision will be the extent to which AI has been implemented to simplify the complex logistics processes and intervene when needed to enable greater enterprise performance.

●

TCO (Total Cost of Ownership) — Our systems are intended to run for decades in an enterprise, with costs over that time playing a key role in the buying decision. The ability for the customer to extend the system easily, not be subject to custom programming charges, avoid proprietary devices and keep pace with data structure and security changes is an important competitive advantage.

●

ROI (Return on Investment) — Our value to the enterprise vs the benefit is part of every buy decision. This includes the total cost of ownership over time and the installation costs borne by the customer during adoption of the system. The impact we have on key workflows (inventory, order processing, picking, packing, putting etc) is measurable and significant. Our unique ability to use low-cost passive transponders (less than a tenth of the cost of the active transponders used by almost every other competitor) is a key factor in our success. The long-range nature of our radio network (up to 15 miles) also impacts this equation by lowering the infrastructure required for operation.

●

Accuracy and Reliability — many competitors advertise pinpoint location accuracy to win customers. However, most processes do not need location accuracy better than a couple of meters to direct and execute their operations. What is more important for the enterprise, is the reliability of the identification of the asset. Since our patented mesh system can normally identify the presence of an asset at two sigma (95%) for very minimal cost or three sigma (99.7%) at a somewhat higher cost, we are in an enviable market leadership position relative to customer need.

●

Support Services — The processes that we impact are critical to the functioning of an enterprise. To commit to this new technology, users need to know they will have support when things inevitably go wrong. Use of an extensive channel partner network means they will have a trusted local partner to assist them, with a powerful technology vendor behind them. Backing the channel with high-availability support lines and customer service is essential.

●

Friendly country sourcing — So many competitors rely on Chinese or Taiwan sourcing, excluding them from consideration for USA Government or Military contracts and making them less desirable for private sector selection. Sourcing from DFAR compliant countries and making our core components in the USA positions us particularly well for the crucial US market.

Based on these factors, we believe we are positioned favorably against our competitors. However, some of our competitors have substantially greater financial resources, greater brand recognition, larger sales forces and marketing budgets, as well as broader distribution networks. Large corporations may be able to utilize their distribution networks and existing relationships to offer new solutions in addition to solutions already being provided to customers. We expect additional competition as our market grows and rapidly changes, and we may choose to enter or expand into new markets as well.

Growth Strategies

We intend to pursue the following growth strategies:

Focused Customer Acquisition: With a rapidly digitizing market, we believe that there is a significant opportunity to continue to grow our customer base as we promote our capabilities. We plan to continually invest in our sales and marketing coverage, including channel partners, and leverage our go-to-market model to continue acquiring new customers.

Expand Within Our Existing Customer Base. Once we solve the first problem for our customers, we see a significant opportunity to expand application adoption within that same account. This includes increasing the number of physical assets enrolled as well as expanding across our customers’ multiple sites and divisions.

7178

Customer-centric Innovation and Rapid Product Releases. Our architecture was designed as a platform from the beginning to enable fast turns and parallel development. This means we can move at a faster cadence than anyone else in bringing enhanced products to market and in enhancing our products as customer needs emerge. Our goal is to continue to add market-driven capabilities and product features on at least a quarterly basis.

Channel development. Our vision is to be a channel focused company. Rapid acquisition of targeted channel partners in all of the global markets will be a primary metric. Our unique technology, very attractive commercial model, as well as the training and support capability we offer will drive channel acquisition.

Expand Technology Partnerships and Integrations. Our use of COTS devices and integration with existing software for many of our solutions makes us useful collaborators in our markets. We leverage the combined expertise of multiple partners, each looking at specific technical and commercial areas to ensure we are at the forefront. This solutions stance also enables commercial growth, as we are referenced into accounts and opportunities by our partners. Our backend software integrations are especially important here. Continued growth in integrations will strengthen our ecosystem, further increasing the opportunity to attract customers that prioritize interoperability with their existing applications. We also believe that additional partnerships will further enhance our distribution capabilities.

Expand Internationally. A key focus of our company is to continue to expand our global reach. In the short term we are already expanding channel in Europe and expect to form a sales company in Southern Germany or Northern Switzerland next year. To support our offshore engineering team, add customer support capability and some sales opportunities already emerging in the region, we also plan to form an Indian subsidiary in 2025. Note that our product platforms were designed from the outset to meet international standards and regulations.

Monetizing data streams. As a data producer, the company has access to valuable data that is of interest to industry analysts, financial markets, insurance providers, Equipment OEMs, regulatory bodies and many other stakeholders. Current EULAs and contracts allow the company to use non-PII data for any purpose, including for sale. This emerging opportunity to monetize the data streams can be significant in the future.

Acquisitions. Note that it is likely that we will also look to accelerate growth by acquisition. Potential targets are being evaluated based on the extent to which they can help us in one or more of the strategies’ above.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors”. These risks include the following:

●

We have a history of operating losses as we have built our technology and market position, and we may not be able to achieve or sustain profitability on a consistent basis for an extended period of time.

●

Our rapid growth makes it difficult to evaluate future prospects and increases the risk that we will not continue to grow at or near projected rates. Forecasts may be unreliable.

●

While this has not happened in our history to date, our emerging technology may encounter failures, up to and including broad recalls, as we continue to product maturity and beyond. With this comes the threat of financial penalties and legal action from customers.

●

Regulatory uncertainty, particularly in the AI space, makes it difficult to anticipate potential impacts on the business of the company.

●

The IoT and AI spaces already have a history of IP challenges and litigation. Our patents may be challenged, and suits may be brought against us, especially as we gain momentum and public success. This may result in unexpected legal costs, settlements, license fees and barriers to growth.

Material Supply Agreements

We have agreements in place with Wiliot, the company which provides our chip and passive labels for tracking and ARSHON, the company which helped create our initial PCB board. However, the remaining individual components are purchased using purchase orders and are not yet subject to supplier agreements. Following our initial production runs, we plan to implement a dual source policy for our components wherever possible so we’re not reliant on one provider. For example, we are ordering PCB boards from both AET and ARSHON. We’re ordering chips from Wiliot and from Identiv. Identiv is recognized as one of the world’s largest producers of specialty RFID tags, inlays and labels. In fact, Identiv is the main supplier for Wiliot.

The agreement between CID Holdco, Inc. (Client) and Arshon Technology (Contractor) outlines several material terms, including the rights and obligations of both parties, as well as termination and payment provisions. The Contractor is responsible for providing services such as designing and developing Perth PCBs, including schematics, prototypes, production boards, and test jigs. Deliverables include Gerber files, BOM, schematics, and PCBs. These services are to be performed independently, with the Contractor taking responsibility for reporting compensation as income and complying with all applicable laws. The Client is obligated to provide payments as outlined in the Statement of Work (SOW) and reimburse pre-approved travel and related expenses. Intellectual property rights for all deliverables created during the performance of services are assigned to the Client, and the Contractor is required to maintain confidentiality of all Client-provided information, returning or destroying such information upon termination of the agreement.

7279

The agreement may be terminated for breach if the defaulting party does not remedy the breach within 10 days of notice. Additionally, it can be terminated immediately in cases involving fraud, misconduct, tax violations, or bankruptcy. Either party may also terminate the agreement for convenience with at least 10 days’ written notice, and the agreement automatically terminates if the Deel platform terms are terminated or if either party loses access to Deel. Upon termination, the Contractor is required to return all work products and confidential information, while the Client must pay any accrued but unpaid fees.

The material terms of the agreement between Wiliot Ltd. and CID Holdco Inc. dba Dot AiAI Corporation (the “Partner”) include key rights, obligations, termination provisions, and payment terms. Under the agreement, Wiliot grants the Partner non-exclusive rights to promote, market, and resell Wiliot’s IoT Pixels, Hardware, and Cloud subscriptions as part of an Integrated Solution. The Partner also has the right to provide professional services related to Wiliot’s products. The Partner is required to maintain certification and compliance with integration requirements while ensuring customer relationships align with the agreement’s terms. Intellectual property rights remain with Wiliot for its products and solutions, while the Partner retains rights to its own developments based on Wiliot’s intellectual property with proper attribution.

The agreement can be terminated under several conditions, including mutual convenience with 90 days’ notice, material breach not remedied within 30 days, insolvency, or bankruptcy. Upon termination, the Partner must cease use of Wiliot’s branding and fulfill existing purchase orders. Wiliot retains discretion over customer approvals and the supply chain, and the Partner cannot market or distribute Wiliot products outside the agreed-upon territory and vertical without prior consent.

Payment provisions include milestone-based invoicing, with 50% due upon purchase order acceptance and the remainder upon delivery. Wiliot Cloud subscriptions are billed monthly or annually, with fees based on the chosen functionalities. Payments must be made in U.S. dollars and within specified timeframes, and are non-refundable. Pricing adjustments require 30 days’ notice, and taxes and additional charges are the Partner’s responsibility. Overall, the agreement emphasizes a collaborative yet clearly delineated partnership, protecting both parties’ intellectual property and operational interests.

Payments under the agreement are milestone-based, tied to the completion of specific deliverables as outlined in the SOW. The Client is also responsible for reimbursing reasonable, pre-approved expenses incurred by the Contractor during service performance. All payments are processed through the Deel platform in accordance with Deel’s terms and conditions, ensuring compliance with their payment facilitation processes.”

Facilities

We are headquartered in Las Vegas, Nevada, where we also host a Customer Experience Center in the warehouse area of one of our channel partners. Our management and administrative staff are in Bethesda, MD where we maintain an office for east coast customer engagement, government meetings and supporting lobbying activity. Our embedded development team and DFM capability is built around our CTO in Worcester, MA and our core software team is in Bangalore India. AtOur ~~the time of this filing, we are in the process of setting up our~~ manufacturing subsidiary with assembly and test lines in Puerto Rico is managed on site by our COO/CFO.

Admin

Corporate HQ

Systems Lab

Assembly & Test

EU Subsidiary

India Subsidiary

Location

Bethesda, Maryland

Las Vegas, Nevada

Worcester, Massachusetts

Manati, Puerto Rico

Germany or Switzerland

Bangalore, India

Size (sq ft)

2,969

2,000

600

800

Terms

63 months

annual sub-lease

monthly lease

monthly sub-lease

TBD

Lessor

IN-REL 7500 OGR, LLC

POPE TECHNOLOGIES

WORCLAB

ENZYMATIC

Monthly Cost

$7,051.38

$3,500

$650

$1,250

We do not own any real property. We believe that these facilities are suitable to meet our needs in the short term, and that, when needed, suitable additional or alternative space will be available to accommodate any expansion of our operations.

Intellectual Property

Intellectual property rights are important to the success of our business. We rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements, confidentiality procedures, non-disclosure agreements with third parties, and other contractual protections, to protect our intellectual property rights, including our proprietary technology, software, know-how and brand.

Although we rely on intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as contractual protections to establish and protect our proprietary rights, we believe that factors such as the technological and creative skills of our personnel, creation of new services, features and functionality, and frequent enhancements to our offerings are equally important to establishing and maintaining our technology position.

We control access to and use of our proprietary technology and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers and partners. We generally require our employees, consultants and other third parties to enter into confidentiality and proprietary rights agreements and we control and monitor access to our software, documentation, proprietary technology and other confidential information. Our policy is to require all employees and independent contractors to sign agreements assigning to us any inventions, trade secrets, works of authorship, developments, processes and other intellectual property generated by them on our behalf and under which they agree to protect our confidential information. In addition, we generally enter into confidentiality agreements with our customers and partners. See the section titled “Risk Factors — Intellectual Property” for a discussion of risks related to our intellectual property.

Regulatory Environment

We are subject to a wide variety of laws and regulations in the United States and other jurisdictions and devote considerable resources to compliance with these laws and regulations.

We are subject to laws and regulations governing issues such as privacy, data security, telecommunications, the use of biometric data, labor and employment, anti-discrimination, whistleblowing and worker confidentiality obligations, product liability, consumer protection and warnings, marketing, taxation, competition, arbitration agreements and class action waiver provisions, and terms of service, among other issues. We could become subject to additional legal or regulatory requirements if laws, regulations, or guidance change in the jurisdictions in which we operate. This could include the need to obtain new and different types of licenses or certifications to offer certain products or functionalities. Overall, we are committed to complying with, and helping our customers comply with, applicable regulations and requirements, and we will continue to devote significant internal resources to these efforts.

See the section titled “Risk Factors — Risks Related to Government Regulation” for additional information about the laws and regulations to which we are subject and the risks to our business associated with such laws and regulations.

Data Protection and Privacy Program

We are dedicated to protecting and securing the data of our customers as part of our overall data protection and privacy program.

In addition to the privacy and security measures that we incorporate into the design, engineering, and testing processes for our solution, we have company-wide policies that describe how we collect, use, protect and disclose data. We provide ongoing training to our employees to appropriately handle and secure data. We are also able to assist our customers in demonstrating their compliance with applicable data protection and privacy regulations through the use of template accountability documentation (e.g., data protection impact assessments and supporting policies), which can be configured and tailored by customers to address their particular use cases and organizational requirements. We offer EU Model Clauses, also known as Standard Contractual Clauses, for the purpose of helping enable our customers’ continued compliance with the changing regulatory landscape in connection with transferring personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States, highlighting a commitment to protect personal information in accordance with a set of privacy principles that offer meaningful privacy protections and recourse for EU individuals. We also maintain a self-certification under EU-US and Swiss-US Privacy Shield. We hold our service providers and sub processors to the same high data-protection and privacy standards to which we hold ourselves, including through contractual commitments and periodic reviews and audits.

Material Legal Proceedings

From time to time, we may become involved in litigation or other legal proceedings. WeOther than as described below, we are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

74The Company has been made aware of a complaint (the “Complaint”) filed by William Reny (“Plaintiff”), a greater than ten percent (10%) holder of the Company’s outstanding common stock, par value $0.0001 per share, against SEE ID, Charles Maddox and Ed Nabrotzky, each a director of SEE ID, and Does 1-20 (collectively with SEE ID, Mr. Maddox and Mr. Nabrotzky, the “Defendants”), in the District Court of Clark County, Nevada.

The Complaint alleges, among other things, (a) breach of Plaintiff’s employment agreement, and an implied covenant of good faith and fair dealing in respect thereof, by SEE ID by (i) terminating Mr. Reny’s employment for “cause,” (ii) not paying Plaintiff certain compensation and benefits, (iii) not permitting Plaintiff to transfer shares to a third party, and (iv) otherwise harming Plaintiff; (b) tortious interference with a contract, tortious interference with prospective economic advantage and conspiracy/concert of action by Messrs. Maddox and Nabrotzky with respect to a contract Plaintiff had with a third party to purchase a home by not permitting Mr. Reny to transfer shares to a third party; (c) conversion, failure to produce business records under NRS chapter 78 or unjust enrichment by one or more of the Defendants. Plaintiff seeks direct damages, interest, statutory damages and penalties, records production, injunctive relief as appropriate, an accounting, reasonable attorney’s fees and costs and punitive damages in excess of $50,000.00.

The Company previously moved to dismiss the Complaint and the Court granted the motion in part and ordered the Plaintiff to file an amended complaint, which the Plaintiff has now filed. The Company and the Defendants continue to vigorously defend the action and are pursuing available legal remedies, including seeking dismissal of claims. Except as required by law, the Company does not intend to comment further on this matter.

MANAGEMENT

Executive Officers and Directors.

Executive Officers	Age	Positions
Edmund Nabrotzky	59	Chief Executive Officer, Director (Class III)
Charles Maddox	43	Chief Financial Officer and Chief Operating Officer
Vijayan Nambiar	48	Chief Technology Officer
Directors
Dr. Sheldon Paul	58	Director (Class I)
Phyllis Newhouse	62	Director (Class I)
Janice Bryant Howroyd	72	Director (Class II)
Walter Skowronski	76	Director (Class II)
Dr. David Carlson	66	Director (Class III)
Jeff Saling	68	Director (Class III)

Set forth below is biographical information about each of the individuals named in the tables above:

Executive Officers

Ed Nabrotzky. Mr. Nabrotzky is the co-founder and Chief Executive Officer of CID Holdco. Mr. Nabrotzky previously served as the President of Litum from January 2022 to August 2022, served as an Adjunct Faculty Member at the Simon Business School, University of Rochester from December 2019 to June 2022, and served as the Director, Sales & Strategy at Panasonic North America from January 2019 to October 2021. From September 2011 to January 2019, Mr. Nabrotzky served as the Chief Solutions Officer at Omni-ID. Mr. Nabrotzky also served as the President of Dynamic e-Horizons Inc. from August 2009 to March 2012. Prior to that, he was with Molex as the Group Product Marketing from January 2006 to December 2009. Mr. Nabrotzky started his career with Woodhead Industries Inc. in April 1998 and served the company until December 2006 as the VP & General Manager. Mr. Nabrotzky is preparing to defend his dissertation in completing a PhD in Technology Management from Indiana State University, an MBA from Ivey Business School at Western University, and a B.Sc. in Computer Science from Western University. Mr. Nabrotzky has been selected to serve as a member of the Board of Directors of the Company because of the perspective and experience he brings as our co-founder and Chief Executive Officer as well as his management experience.

Charlie Maddox. Mr. Maddox serves as the Chief Financial Officer and Chief Operating Officer of CID Holdco. A seasoned entrepreneur and leader, Charlie has co-founded multiple startups valued collectively at over $300M and has raised more than $8M in seed capital for CID Holdco. Leveraging over 20 years of experience in finance, operations, and strategic planning, he has been instrumental in scaling technology-driven businesses and driving operational efficiency as CID Holdco transitions to a publicly traded company. Mr. Maddox holds an MBA from Worcester Polytechnic Institute (WPI) and a B.Sc. in Computer Science from Florida State University (FSU).

Before his tech career, Charlie served as a USAF C-17 pilot and Director of Operations, managing the continuous global deployment of $11.12B in assets. His disciplined, data-driven leadership style has been honed through years of managing high-stakes operations and advising early-stage companies as an angel investor. At CID Holdco, Charlie aligns operational excellence with long-term strategic goals, ensuring robust financial performance while supporting the company’s innovative plug-and-play tracking solutions and mission to streamline operations through AI-powered insights.

7582

Vijayan Nambiar. Mr. Nambiar is Chief Technology Officer of CID Holdco. Ms. Nambiar brings over 24 years of experience in leading product development from conception to field rollout for a variety of next-gen embedded real-time hardware & cloud solutions. Ms. Nambiar holds a Masters in Computer Science and an MBA, showcasing a solid educational foundation in both technical and business domains. As a former Senior Manager of Strategy at Verizon, Mr. Nambiar managed the 5G device ecosystem and the Fios Wi-Fi router teams. During his tenure at Verizon, Mr. Nambiar successfully shipped over 5 million devices and generated more than $1.5 billion in revenue, underscoring his ability to drive substantial business growth and innovation. Mr. Nambiar’s entrepreneurial spirit is evidenced by his involvement in three startups as part of the founding engineering team. Notably, his work at SimpliVity culminated in a significant achievement when the company was acquired by HP for $650 million. Mr. Nambiar’s deep understanding of the startup environment and strategic execution has been pivotal in driving technological advancements and successful exits.

Verizon, Mr. Nambiar successfully shipped over 5 million devices and generated more than $1.5 billion in revenue, underscoring his ability to drive substantial business growth and innovation. Mr. Nambiar’s entrepreneurial spirit is evidenced by his involvement in three startups as part of the founding engineering team. Notably, his work at SimpliVity culminated in a significant achievement when the company was acquired by HP for $650 million. Mr. Nambiar’s deep understanding of the startup environment and strategic execution has been pivotal in driving technological advancements and successful exits.

Non-Employee Directors

Jeff Saling is a serial entrepreneur, seasoned executive, and prolific investor with over 30 years of experience in launching, scaling, and exiting startups in the SaaS and cloud domains. He is currently the executive director and co-founder of StartUpNV, Nevada’s non-profit statewide startup accelerator, where he leads the vision, strategy, and operations to support and accelerate the growth of Nevada-based startups. Jeff is also an active angel investor and co-president of Sierra Angels, one of the longest running angel groups in the US, and a general partner of 1864 Fund, a seed-stage venture capital fund that invests in high-potential startups outside of traditional venture enclaves. He is passionate about creating a vibrant and diverse startup ecosystem in Nevada, and he leverages his extensive network, expertise, and resources to connect founders with mentors, customers, talent, and capital. In addition, Jeff is an adjunct professor in the College of Engineering at the University of Nevada, Reno, where he teaches entrepreneurship and innovation courses.

Janic Bryant Howroyd has more than 40 years of experience as a director and executive of not-for-profit and for profit companies. Since September 1978, Ms. Howroyd has served as the founder and chief executive officer of the ActOne Group, an international talent and technology enterprise focusing on employment, talent management and digital solutions. Ms. Howroyd has served as a board member of ShoulderUp Technology Acquisition Gorp., the Los Angeles Economic Development Corporation, Women’s Business Enterprise National Counsel Global Business Committee, and most recently has joined the global board of directors of United Way. Ms. Howroyd previously served on the Board of Advisors for the White House Initiative on Historically Black Colleges and Universities during the Obama Administration. Ms. Howroyd also served on the Federal Communications Commission’s Advisory Committee on diversity and digital empowerment to encourage new entrepreneurs to create digital enterprises during the first Trump administration. Ms. Howroyd attended North Carolina A&T State University from which she received one of several honorary doctorates she holds. Ms. Howroyd is well-qualified to serve on our Board because of her employment and talent management experience, as well as her extensive leadership roles within government entities.

Dr. Sheldon W. Paul is an obstetrician-gynecologist in Las Vegas, Nevada and is affiliated with Summerlin Hospital Medical Center. He received his medical degree from University of Nevada Reno School of Medicine and has been in practice for more than 25 years. Dr. Paul has developed, owned and operated multiple clinics over his years of practice. He has also branched into other several other successful businesses and investments, including early investments in Dot Ai. Dr. Paul is a founder and controlling member of Pope Technologies LLC, which is SEE ID’s primary distributor and currently subleases office space to SEE ID. He brings unique practical entrepreneurial experience to the board.

David Carlson, DO, MBA has been the Chief Medical Officer in South King County for Virginia Mason Franciscan Health since 2023. He recently served as a medical director for Seamar Community Health Centers in Pierce and Thurston Counties ~~from~~ during 2023. Prior to joining VMFH, Dr. Carlson served as chief physician officer for Multicare from 2017 to 2022, chief physician executive for Hospital Sisters Health System from 2014 to 2017, and chief medical officer for Conemaugh Health System in Johnstown, PA from 2007 to 2014. Previous leadership roles also include Ochsner Clinic Foundation in Baton Rouge, LA; Summit Health System in Chambersburg, PA; and Lovelace Health Systems in Albuquerque, NM. Dr. Carlson is a member and is currently Chairman of the Board for the Physician Insurance Company, and has been a board member of United Way Pierce County since 2018. He has also served on the boards of the Washington Healthcare Alliance and Physicians of Southwest Washington. Dr. Carlson is a board-certified family practice physician, with a subspecialty in geriatrics. He earned his Bachelor of Science degree from Pennsylvania State University, his medical degree from Philadelphia College of Osteopathic Medicine, and his Master of Business Administration from Alvernia University.

7683

Walter Skowronski has more than 40 years of experience as a senior financial executive of NYSE-listed public companies. From July 2023 through December 30, 2024, Mr. Skowronski served as a director of Coliseum Acquisition Corp., which completed a business combination with Rain Enhancement Technologies (NASDAQ: RAIN, RAINW) in December of 2024. From 2003 to his retirement in 2009, Mr. Skowronski served as Senior Vice President of The Boeing Company and President of Boeing Capital Company, a wholly-owned Boeing subsidiary responsible for arranging, structuring and providing financing for Boeing’s commercial airplane and space and defense products and services. While at Boeing, Mr. Skowronski instituted new risk management, customer relations and investor outreach programs. Previously, he served as Senior Vice President of Finance and Treasurer of Boeing from 1999 to 2003. Mr. Skowronski joined Lockheed Corp. in 1990, where he served as Vice President and Treasurer and Vice President of Investor Relations. Mr. Skowronski became Vice President and Treasurer of Lockheed Martin in March 1999 upon the merger of Lockheed Corp. and Martin Marietta Corp. and developed the new finance and treasury function for the organization. Mr. Skowronski is a former director of the National Investor Relations Institute, serving as its chairman and chief executive officer in 1989. He previously served on the board of Physicians Insurance Company and was a member of the board of directors of United States Enrichment Corp. (USEC) from 2011 to the company’s emergence from Chapter 11 bankruptcy in September 2014. He was also the Lockheed Martin-designated director on the board of directors of Calcomp Corp. from 1997 to 1999. Mr. Skowronski holds a Bachelor’s of Electrical Engineering from Northeastern University and a Master’s degree in Corporate Finance from Boston University.

Phyllis Newhouse previously served as Chief Executive Officer of ShoulderUp Technology Acquisition Corp. Ms. Newhouse is known as a pioneer in cybersecurity. Ms. Newhouse is an entrepreneur, retired military senior non-commissioned officer, mentor, founder and Chief Executive Officer of XtremeSolutions, Inc., an Atlanta-based cybersecurity firm (“XSI”), and a founder, Chief Executive Officer and Director of Athena Technology Acquisition Corp., a blank check company focused on identifying acquisitions of business in technology, direct to consumer and fintech industries. While serving in the United States Army on various assignments, Ms. Newhouse focused on national security and worked on several projects, which outlined the Cyber Espionage Task Force. After her service in the army, Ms. Newhouse founded XSI in 2002, which offers a wide range of IT expertise and provides industry leading, state-of-the-art information technology and cybersecurity services and solutions. XSI has employees in 42 states, with 40% of its workforce made up of veterans. In 2019, Ms. Newhouse founded ShoulderUp, a nonprofit dedicated to connecting and supporting women in their entrepreneurial journeys. Ms. Newhouse currently serves on the board of directors of the Technology Association of Georgia, is a member of the Business Executives for National Security, and since April 2021, has served on the Board of Directors of the Sabre Corporation. She also serves on the executive board and is a member of the Women President Organization. Ms. Newhouse also serves on the Board of Directors of Girls Inc., a nonprofit organization that encourages all girls to be “Strong, Smart, and Bold.” Ms. Newhouse received her B.A. in Liberal Arts Science from Saint Leo College in 1986, she is a graduate of the Institute of Entrepreneurial Leadership program sponsored by John F. Kennedy University, and she received an Honorary Doctor of Philosophy from CICA International University.

Family Relationships

There are no family relationships between any of our executive officers and directors.

Board Composition

Our business and affairs are organized under the direction of our board of directors. Our board of directors currently consists of seven members. The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling and direction to our management. Our board of directors meets on a regular basis and additionally as required.

7784

Our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Currently, our board of directors is divided into the following classes:

●

Class I, which consists of Dr. Sheldon Paul and Phyllis Newhouse, whose terms will expire at the first annual meeting of stockholders to be held in 2026;

●

Class II, which consists of Janice Bryant Howroyd and Walter Skowronski whose term will expire at the Company’s second annual meeting of stockholders to be held in 2027; and

●

Class III, which consists of Edmund Nabrotzky, Dr. David Carlson and Jeff Saling, whose terms will expire at the Company’s third annual meeting of stockholders to be held in 2028.

At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of our board of directors may have the effect of delaying or preventing changes in our control or management.

Director Independence

We adhere to the rules of Nasdaq in determining whether a director is independent. The Board consults with its counsel to ensure that the Board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The Nasdaq listing standards generally define an “independent director” as a person that, in the opinion of the issuer’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). The Board has determined that each of the directors on the Board (other than Edmund Nabrotzky) are independent as defined under the listing standards of Nasdaq. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Board Leadership Structure and Role in Risk Oversight

The Board oversees the risk management activities designed and implemented by our management. The Board does not anticipate having a standing risk management committee, but rather executes its oversight responsibility both directly and through its standing committees. The Board also considers specific risk topics, including risks associated with our strategic initiatives, business plans and capital structure. Our management, including our executive officers, are primarily responsible for managing the risks associated with operation and business of the company and provide appropriate updates to the Board and the Audit Committee. The Board delegates to the Audit Committee oversight of its risk management process, and our other Board committees also consider risks as they perform their respective committee responsibilities. All board committees report to the Board as appropriate, including, but not limited to, when a matter rises to the level of a material or enterprise risk.

Board Committees

The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below.

Audit Committee

Our Audit Committee is responsible for, among other things:

evaluating the performance, independence and qualifications of the Company’s independent auditors and determining whether to retain the Company’s existing independent auditors or engage new independent auditors;

●

reviewing the Company’s financial reporting processes and disclosure controls;

●

reviewing and approving the engagement of the Company’s independent auditors to perform audit services and any permissible non-audit services;

●

reviewing the adequacy and effectiveness of the Company’s internal control policies and procedures, including the responsibilities, budget, staffing and effectiveness of the Company’s internal audit function;

●

reviewing with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by the Company;

●

obtaining and reviewing at least annually a report by the Company’s independent auditors describing the independent auditors’ internal quality control procedures and any material issues raised by the most recent internal quality-control review;

●

monitoring the rotation of partners of the Company’s independent auditors on the Company’s engagement team as required by law;

●

prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of the Company’s independent auditor;

●

reviewing the Company’s annual and quarterly financial statements and reports, including the disclosures contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of such periodic reports, and discussing the statements and reports with the Company’s independent auditors and management;

●

reviewing with the Company’s independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of the Company’s financial controls and critical accounting policies;

●

reviewing with management and the Company’s auditors any earnings announcements and other public announcements regarding material developments;

●

establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding financial controls, accounting, auditing or other matters;

●

preparing the report that the SEC requires in the Company’s annual proxy statement;

●

reviewing and providing oversight of any related party transactions in accordance with the Company’s related party transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including the Company’s code of ethics;

●

reviewing the Company’s major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and

●

reviewing and evaluating on an annual basis the performance of the audit committee and the audit committee charter.

Our Audit Committee consists of Janice Bryant Howroyd, Walter Skowronski and Dr. David Carlson, with Walter Skowronski serving as the audit committee chair. The Board has affirmatively determined that Janice Bryant Howroyd, Walter Skowronski and Dr. David Carlson, each meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the Nasdaq rules. Each member of our Audit Committee also meets the financial literacy requirements of the Nasdaq listing standards. The Board has adopted a written charter for the Audit Committee, which is available on our corporate website. The information contained on our website is not incorporated by reference into this prospectus.

7986

Compensation Committee

Our Compensation Committee is responsible for, among other things:

●

reviewing and approving the corporate objectives that pertain to the determination of executive compensation;

●

reviewing and approving the compensation and other terms of employment of the Company’s executive officers;

●

reviewing and approving performance goals and objectives relevant to the compensation of the Company’s executive officers and assessing their performance against these goals and objectives;

●

making recommendations to the Board regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by the Board;

●

reviewing and making recommendations to the Board regarding the type and amount of compensation to be paid or awarded to the Company’s non-employee board members;

●

reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act;

●

administering the Company’s equity incentive plans, to the extent such authority is delegated by the Board;

●

reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections, indemnification agreements and any other material arrangements for the Company’s executive officers;

●

reviewing with management the Company’s disclosures under the caption “Compensation Discussion and Analysis” in the Company’s periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such periodic report or proxy statement;

●

preparing an annual report on executive compensation that the SEC requires in the Company’s annual proxy statement; and

●

reviewing and evaluating on an annual basis the performance of the compensation committee and recommending such changes as deemed necessary with the Board.

Our compensation committee consists of Jeff Saling, and Dr. David Carlson, with Jeff Saling serving as chairman. Our board of directors has determined that each of the members of the compensation committee is a non- employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and satisfies the independence requirements of the Nasdaq. The Board has adopted a written charter for the Compensation Committee, which is available on our corporate website. The information contained on our website is not incorporated by reference into this prospectus.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for, among other things:

●

identifying, reviewing and making recommendations of candidates to serve on the Board;

●

evaluating the performance of the Board, committees of the Board and individual directors and determining whether continued service on the Board is appropriate;

●

evaluating nominations by stockholders of candidates for election to the Board;

●

evaluating the current size, composition and organization of the Board and its committees and making recommendations to the Board for approvals;

●

developing a set of corporate governance policies and principles and recommending to the Board any changes to such policies and principles;

●

reviewing issues and developments related to corporate governance and identifying and bringing to the attention of the Board current and emerging corporate governance trends; and

●

reviewing periodically the nominating and corporate governance committee charter, structure and membership requirements and recommending any proposed changes to the Board, including undertaking an annual review of its own performance

Our Nominating and Corporate governance committee consists of Dr. David Carlson, Janice Bryant Howroyd, and Walter Skowronski, with Dr. David Carlson serving as chairman. Our board of directors has determined that each of the members of nominating and corporate governance committee satisfies the independence requirements of Nasdaq and the SEC. The Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our corporate website. The information contained on our website is not incorporated by reference into this prospectus.

Limitation on Liability and Indemnification of Directors and Officers

Our Amended and Restated Certificate of Incorporation limits the Company’s directors’ liability to the fullest extent permitted under the DGCL. The DGCL allows for directors of a corporation to not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

●

for any transaction from which the director derives an improper personal benefit;

●

for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

●

for any unlawful payment of dividends or redemption of shares; or

●

for any breach of a director’s duty of loyalty to the corporation or its stockholders.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The DGCL and our Bylaws provide that the Company will, in certain situations, indemnify the Company’s directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.

We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe these provisions in our Amended and Restated Certificate of Incorporation and Bylaws and the indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Code of Business Conduct and Business Ethics for Employees, Executive Officers, and Directors

The Company has adopted a Code of Conduct and Business Ethics applicable to its directors, executive officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions that complies with the rules and regulations of the Nasdaq. The Code of Conduct and Business Ethics codifies the business and ethical principles that govern all aspects of the Company’s business. A copy of the Code of Conduct and Business Ethics has been filed with the SEC and is provided on our website, https://daic.ai/. The Company will disclose on its website all disclosures that are required by law or the Nasdaq listing standards concerning any amendments to or waivers of certain provisions of its Code of Conduct and Business Ethics. The information on any of our websites is deemed not to be incorporated in this prospectus.

8188

Director Compensation

We have entered into service agreements with each of our non-employee directors pursuant to which they are eligible to receive the following cash and equity incentive payments.

●

Annual Cash Fee: Each non-employee director receives an annual cash fee of $50,000, payable quarterly in arrears.

●

Equity Awards: Each non-employee director is eligible to receive quarterly stock options awards with a fair value of $20,000 for each of the first three fiscal quarters and a fair value of $40,000 for the fourth fiscal quarter. The option awards will be granted quarterly with the number of shares subject to each award determined by dividing the dollar value of the grant by the closing price of our common stock on the grant date, rounded down to the nearest whole share. All option awards have an exercise price equal to the fair market value of a share of our common stock on the date of grant and are 100% vested on the date of grant, unless otherwise specified in the award agreement.

●

Additional Chair Equity Award: In addition to the quarterly stock option awards, any director serving as the chair of a committee of the board of directors will receive an additional annual grant of stock options with a number of shares subject to the options determined by dividing $25,000 by the closing price of our common stock on the date of grant.

●

Expense Reimbursement: We will reimburse all of our non-employee directors for all reasonable business expenses incurred in in the performance of their services in accordance with our expense reimbursement guidelines.

We did not grant any option awards to our non-employee directors during 2025. The following table provides information related to the compensation of each of our non-employee directors during the year ended December 31, 2025.

Name	Fees Earned or Paid in Cash ($)(1)		Option Awards ($)(2)		Total ($)
Sheldon Paul, M.D		37,500		-		37,500
Phyllis Newhouse		37,500		-		37,500
Janice Bryant Howroyd		37,500		-		37,500
Walter Skowronski		37,500		-		37,500
David Carlson, D.O.		37,500		-		37,500
Jeff Saling		37,500		-		37,500

(1)	Includes the value of the annual retainers payable to our non-employee directors.

(2)	We did not grant any option awards to our non-employee directors during 2025.

EXECUTIVE COMPENSATION

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the prior programs summarized or referred to in this discussion. All descriptions and share counts in this section are provided on a pre-Business Combination basis.

As an emerging growth company, we have opted to comply with the executive compensation rules applicable to “smaller reporting companies,” as such term is defined under the Securities Act of 1933, as amended, which require compensation disclosure for our principal executive officer and our next two most highly compensated executive officers (other than our principal executive officer (collectively, the “Named Executive Officers” or “NEOs”). Also, as an emerging growth company, we are not required to include, and have not included, a Compensation Discussion and Analysis (CD&A) and certain of the other compensation tables required by Item 402 of Regulation S-K in this prospectus.

The following executives are our Named Executive Officers:

●

Ed Nabrotzky, Chief Executive Officer;

●

Charles Maddox, Chief Financial Officer/Chief Operations Officer; and

●

Vijayan Nambiar, Chief Technology Officer.

Summary Compensation Table

The following table sets forth information regarding the compensation of SEE ID’s named executive officers for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

Name and Principal Position	Year		Salary ($)		~~Salary ($)~~		Option Awards ($)		~~Option Awards ($)~~		Nonequity Incentive Compensation		~~Nonequity Incentive Compensation~~		Bonus ($)		~~Bonus ($)~~		All Other Compensation ($)		~~All Other Compensation ($)~~		Total ($)		~~Total ($)~~
Ed Nabrotzky	2025	~~2024~~	$	285,384	$	~~230,000~~		—		—		—		—		—		—	$	357,500	$(1)	~~5,821~~	$	642,884	$	~~235,821~~
Chief Executive Officer	2024	~~2023~~	$	230,000	$	~~230,000~~		—		—		—		—		—		—	$	5,821	$	~~5,821~~	$	235,821	$	~~235,821~~
Charles Maddox	2025	~~2024~~	$	263,958	$	~~230,000~~		—		—		—		—		600		—		250,000	(2)	—	$	514,558	$	~~230,000~~
Chief Financial Officer/Chief Operations Officer	2024	~~2023~~	$	230,000	$	~~230,000~~		—		—		—		—		—		—		—		—	$	230,000	$	~~230,000~~
Vijayan Nambiar	2025	~~2024~~	$	276,154	$	~~230,000~~		—		—		—		—		—		—		200,000	(2)	—	$	476,154	$	~~230,000~~
Chief Technology Officer	2024	~~2023~~	$	230,000	$	~~230,000~~		—	$	~~18,585~~		—		—		—		—		—		—	$	230,000	$	~~248,585~~

~~Outstanding~~(1) ~~Equity~~Amounts ~~Awards~~include at$320,000 ~~Fiscal~~transaction ~~Year-End~~bonus paid in connection with the closing of the Business Combination, and $37,500 in fees for service as a member of the Board of Directors.

~~CID~~(2) ~~Holdco~~Amounts ~~had~~include ~~not~~transaction ~~issued~~bonuses ~~any~~paid ~~equity~~in ~~awards~~connection ~~as of~~with ~~December~~the ~~31,~~Business ~~2024, and 2023~~Combination.

82Narrative Disclosure to the Summary Compensation Table

Executive Employment Agreements

~~Set~~We have ~~forth~~entered ~~below~~into ~~is a description of the~~ employment agreements ofwith ~~the~~each ~~named~~of ~~executive~~our ~~officers~~NEOs, aseach of ~~December 31,~~which ~~2024.~~provides ~~Each~~for at-will employment ~~agreement~~and ofprovides ~~the~~for ~~named~~no ~~executive officers~~specified ~~does~~term ~~not~~of ~~have~~employment. aThe ~~specific~~employment ~~term~~agreements ~~and~~are ~~provides~~described ~~that~~more ~~the~~fully ~~applicable~~below ~~named~~under ~~executive~~the ~~officer~~heading isentitled ~~an at-will~~“— ~~employee~~Employment and Termination Arrangements.”

~~Agreement between Edmund Nabrotzky and SEE~~Annual IDBase Salaries

~~Mr. Nabrotzky~~Base salaries isare ~~employed~~intended byto ~~SEE~~provide IDa ~~for~~level ~~the position~~ of ~~Chief~~compensation ~~Executive~~sufficient ~~Officer~~to ~~(CEO),~~attract and ~~his~~retain ~~duties~~an ~~are~~effective ~~those~~management ~~normally~~team, ~~associated~~when considered in combination with ~~his~~the ~~position~~other ~~and~~components ~~such~~of ~~duties~~the asexecutive ~~are~~compensation ~~assigned to~~program. ~~him~~In ~~from~~general, ~~time~~we seek to ~~time,~~provide ~~subject~~a tobase ~~the~~salary ~~oversight~~level ~~and~~designed to ~~direction~~reflect ofeach ~~the~~executive ~~Board~~officer’s scope of ~~Directors~~responsibility ofand ~~SEE~~accountability. IDOur orCompensation ~~its~~Committee ~~designee.~~reviews ~~Mr. Nabrotzky’s annual~~the base ~~salary~~salaries of asour ofnamed ~~December 31,~~executive ~~2024~~officers ~~was~~each ~~$230,000~~year ~~and~~(or heotherwise isat ~~entitled~~the totime ~~receive~~of a ~~cash~~new ~~bonus~~hire ~~from~~or ~~SEE~~promotion). IDEffective as ~~incentive~~of ~~for key~~July ~~performance~~15, ~~milestones~~2025, toMr. beNabrotzky’s base ~~paid~~salary inwas ~~amounts~~increased ~~and~~to at$350,000, ~~such~~Mr. ~~times~~Maddox’s asbase ~~are~~salary ~~reasonably~~was ~~determined~~increased byto ~~the~~$300,000 ~~Board~~and ofMr. ~~Directors~~Nambiar’s ofbase ~~SEE~~salary IDwas increased to $330,000.

~~Agreement between Charles Maddox and SEE ID~~90

~~Mr. Maddox is employed by SEE ID for the~~Incentive ~~positions~~Bonus of Chief Operating Officer and Chief Financial Officer, and his duties are those normally associated with his position and such duties as are assigned to him from time to time, subject to the oversight and direction of the CEO or his designee. Mr. Maddox’s annual base salary as of December 31, 2024 was $230,000 and he is eligible to receive an annual cash bonus from SEE ID’s net income, to be paid in amounts and at such times as are reasonably determined by the Board of Directors of SEE ID.Compensation

~~Agreement~~Each Named ~~between~~Executive ~~Vijayan~~Officer ~~Nambiar~~was eligible to receive a target annual incentive bonus during 2025 at the discretion of the Board of Directors. Pursuant to their individual employment agreements, effective as of September 5, 2025, each of our NEOs is eligible to earn annual incentive bonus compensation of $50,000 per year, payable $10,000 for the first through third calendar quarters and ~~SEE~~$20,000 IDfor the fourth calendar quarter, based upon achievement of certain performance metrics determined by the Board of Directors. No incentive compensation was paid to our NEOs during 2025 other than a $600 incentive bonus paid to Mr. Maddox, which was made to maintain consistency with our Puerto Rico employees’ statutory Christmas bonus requirements.

~~Mr. Nambiar is employed by SEE ID for the~~Business ~~position~~Combination ofChange ~~Chief Technology Officer, and his duties are those normally associated with his position and such duties as are assigned to him from time to time, subject to the oversight and direction~~ of ~~the~~Control ~~CEO or his designee. Mr. Nambiar’s annual base salary as of December 31, 2024 was $230,000.~~Payments

~~Change~~In recognition of ~~Control~~their ~~Payments~~efforts on the Business Compensation, the Board approved the following change in control transaction bonuses, which paid to our NEOs during 2025, subject to the closing of the Business Combination. The actual cash bonuses awarded to the NEOs in respect of 2025 are set forth in the “All Other Compensation” column of the Summary Compensation Table above.

In connection with the closing of the Business Combination, the following Change of Control Payments were made to the following executive officers of SEE ID:

●

Edmund Nabrotzky (Chief Executive Officer): $320,000

●

Charles Maddox (Chief Financial Officer/Chief Operations Officer): $250,000

●

Vijayan Nambiar (Chief Technology Officer): $200,000

●Equity Incentive ~~Bob Reny (Chief Revenue Officer): $60,000~~Awards

~~Certain~~SEE ID ~~Change~~previously granted stock options to our NEOs, all of ~~Control~~which ~~Payments~~are ~~could~~currently ~~constitute~~vested and were assumed by us and converted into options ~~“parachute~~to ~~payments”~~purchase ~~under~~common ~~Section 280G~~shares of CID Holdco, Inc. in connection with the ~~Internal~~Business ~~Revenue~~Combination. ~~Code~~We ofmaintain ~~1986~~the CID Holdco, asInc. ~~amended~~2024 Equity Incentive Plan (the “~~Code~~Equity Incentive Plan”)~~. Prior~~ to ~~the~~provide ~~Closing,~~long-term ~~the~~incentive ~~SEE~~awards IDin ~~intends~~order to ~~(i) solicit~~retain ~~from~~talented ~~each~~members ~~person~~of our ~~who~~team, ~~has~~and ato ~~right~~motivate eligible executives to ~~Change~~achieve oflong-term ~~Control~~financial ~~Payments~~and ~~that~~strategic ~~would be~~objectives. ~~deemed~~The toEquity ~~constitute~~Incentive ~~“parachute~~Plan ~~payments”~~is aan omnibus ~~waiver~~plan that permits the grant of ~~such~~stock ~~person’s~~options, stock appreciation rights, torestricted ~~some~~stock, ofrestricted ~~such~~stock ~~payments~~units (aand ~~“Parachute~~other stock-based ~~Payment~~awards. ~~Waiver”)~~The soBoard ~~that~~of ~~all~~Directors ~~remaining~~or ~~payments~~its ~~applicable~~Compensation toCommittee ~~such~~did ~~person~~not ~~shall~~grant ~~not~~any beawards ~~deemed~~under ~~“excess~~the ~~parachute~~Equity ~~payments” that~~Incentive ~~would~~Plan ~~not~~during be2025. ~~deductible~~However, pursuant ~~under~~to ~~Section 280G~~their ofrespective ~~the~~employment ~~Code~~agreements, ~~(“Waived~~Mr. ~~280G~~Nabrotzky ~~Payments”)~~is ~~and~~eligible ~~(ii) submit~~ to ~~the~~receive ~~SEE~~a IDstock ~~stockholders~~option ~~for~~award ~~approval~~with ~~all~~a ~~Waived~~grant ~~280G~~date ~~Payments~~value of ~~that~~$550,000, ~~may~~Mr. beMaddox ~~received~~is byeligible to receive a ~~person~~stock ~~who~~option ~~has~~award ~~delivered~~with a ~~Parachute~~grant ~~Payment~~date value of $400,000 and Mr. Nambiar is eligible to ~~Waiver~~receive ina ~~accordance~~stock option award with ~~Section 280G(b)(5)(B) of~~a ~~the~~grant ~~Code~~date value of $330,000. IfThese ~~the~~options ~~requisite~~will ~~approval~~vest isin ~~not~~four ~~obtained,~~equal ~~the~~annual ~~applicable~~installments ~~Waived~~on the anniversaries ~~280G~~of ~~Payment~~the ~~will~~grant ~~not~~dates, beand ~~made~~the number of shares subject to the ~~extent~~option ~~that~~will itbe ~~would~~determined ~~cause~~by ~~any~~dividing the dollar amount toof ~~constitute~~the grant by the fair value of a ~~“parachute~~share ~~payment~~of our common stock on the date of grant.”

~~We may adopt other change of control bonus plans in the future.~~Other Compensation

83Retirement

~~Sales~~We currently ~~Incentive~~do ~~Plan~~not maintain a 401(k) or any other retirement savings plan for our employees.

A Sales Incentive Plan will be adopted to incentivize the business development team’s achievement of certain performance targets, and such plan will be subject to change from time to time. Certain employees may receive cash commissions and/or incentive stock options under the sales incentive plan.91

~~Compensation~~Employee Benefits ~~Structure~~and Perquisites

~~The~~All of ~~Company~~our ~~intends~~full-time toemployees, ~~engage~~including athe ~~third-party compensation consultant~~NEOs, toare ~~identify~~eligible ato ~~peer~~participate ~~group~~in ofour ~~similarly~~health ~~situated~~and ~~companies~~welfare ~~and~~plans, ~~assist~~including ~~the~~medical, ~~Company~~dental and ~~with~~vision ~~designing~~benefits, anflexible ~~appropriate~~spending ~~compensation structure~~accounts, ~~targeting~~long-term adisability ~~structure~~insurance and ~~compensation~~life ~~metrics~~insurance. ~~that~~We ~~are~~do ~~within~~not ~~the~~provide ~~median~~any ~~range~~perquisites to ~~for~~the ~~peer group companies~~NEOs.

~~Limitation of Liability~~ Employment and ~~Indemnification~~Termination Arrangements

~~The~~Set forth ~~amended~~below ~~and~~is ~~restated~~a ~~certificate~~description of ~~incorporation of~~ the ~~Combined~~employment ~~Company~~agreements ~~and~~with ~~amended and restated bylaws, each to be effective upon~~ the ~~Closing,~~NEOs ~~will~~during ~~provide~~2025. ~~that~~Each weemployment ~~will~~agreement ~~indemnify~~does ~~our directors~~not ~~and~~have ~~officers,~~a ~~and may indemnify our employees and other agents, to the fullest extent permitted by Delaware law. Delaware law~~specific ~~prohibits~~term ~~the amended~~ and ~~restated~~provides ~~certificate~~that ~~of incorporation of~~ the ~~Combined~~applicable ~~Company~~named ~~from~~executive ~~limiting~~officer ~~the~~is ~~liability~~an ~~of our directors for the following:~~at-will employee.

~~● any breach of the director’s duty of loyalty to us or to our stockholders;~~Edmund Nabrotzky

●Agreement between ~~acts~~Edmund orNabrotzky ~~omissions~~and ~~not~~SEE ~~in good faith or that involve intentional misconduct or a knowing violation of law;~~ID

●At the ~~unlawful~~time ~~payment~~of the Business Combination, Mr. Nabrotzky was employed by SEE ID for the position of ~~dividends~~Chief orExecutive ~~unlawful~~Officer ~~stock~~(CEO), ~~repurchases~~and his duties were those normally associated with his position and such duties as were assigned to him from time to time, subject to the oversight and direction of the Board of Directors of SEE ID or ~~redemptions;~~its designee. Mr. Nabrotzky’s annual base salary at the time of the Business Combination was $230,000 and he was entitled to receive a cash bonus from SEE ID as incentive for key performance milestones, to be paid in amounts and at such times as are reasonably determined by the Board of Directors of SEE ID.

●Agreement between ~~any~~Edmund ~~transaction~~Nabrotzky ~~from~~and ~~which~~SEE ~~the~~ID ~~director~~Holding ~~derived an improper personal benefit.~~Corp

IfSEE ~~Delaware~~ID ~~law~~Holding isCorp, ~~amended~~a wholly-owned subsidiary of CID Holdco, entered into an employment agreement with Mr. Nabrotzky, dated September 5, 2025, for the position of Chief Executive Officer and President, which superseded the agreement with SEE ID. Pursuant to ~~authorize~~Mr. ~~corporate~~Nabrotzky’s employment agreement, he ~~action~~is ~~further~~entitled ~~eliminating~~to ora ~~limiting~~base salary of $350,000 (as may be adjusted by the ~~personal~~company ~~liability~~in its sole discretion, provided that any decrease will require Mr. Nabrotzky’s prior written consent), additional cash incentive bonuses of aup ~~director~~to $50,000 ~~then~~per calendar year, payable quarterly in $10,000 installments except for the ~~liability~~fourth quarter which target amount is $20,000, based on achievement of ~~our~~performance ~~directors~~metrics ~~will~~determined by bethe ~~eliminated~~Board orof Directors. The employment agreement provides that Mr. Nabrotzky is eligible to receive a stock option award with a grant ~~limited~~date value of $550,000. The stock options will vest as to 25% of the ~~fullest~~shares ~~extent~~on ~~permitted~~each of the first, second, third and fourth anniversaries of the grant date. If Mr. Nabrotzky’s employment is terminated by ~~Delaware~~the ~~law~~company without Cause or if Mr. Nabrotzky resigns for Good Reason, as sosuch ~~amended.~~terms ~~The~~are ~~amended~~defined in the employment agreement, and ~~restated~~he ~~certificate~~executes ofa ~~incorporation~~binding waiver and release of claims, then he is entitled to the ~~Combined~~following severance benefits: (i) twelve months of continued base salary, (ii) a one-time termination bonus equivalent to 100% ~~Company~~of ~~does~~the ~~not~~quarterly ~~eliminate~~bonuses Mr. Nabrotzky may earn during a ~~director’s~~calendar ~~duty~~year ($50,000), (iii) accelerated vesting of ~~care~~any unvested stock options or other equity incentive awards held by Mr. Nabrotzky at the time of termination, and (iv) payment by the company for COBRA coverage for six months following termination of employment. For purposes of this severance benefit, “Good Reason” generally is defined to include a material reduction in ~~appropriate~~Mr. ~~circumstances~~Nabrotzky’s base salary or target bonus opportunity, ~~equitable~~a ~~remedies~~material diminution of Mr. Nabrotzky’s title, ~~such~~role, asduties ~~injunctive~~or responsibilities, or ~~other~~ ~~forms~~the company’s material breach of his employment agreement. Under the terms of Mr. Nabrotzky’s employment agreement, he is subject to restrictive covenants regarding non-~~monetary relief,~~competition ~~remain~~and ~~available~~non-solicitation ~~under~~of ~~Delaware~~employees ~~law~~while employed by us and for one year following his termination of employment.

~~This provision also does not affect a director’s~~Charles responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our amended and restated bylaws, we will also be empowered to purchase insurance on behalf of any person whom we are required or permitted to indemnify.Maddox

~~In addition to the indemnification required in~~Agreement ~~the~~between ~~amended~~Charles ~~and~~Maddox ~~restated certificate of incorporation of the Combined Company~~ and ~~amended~~SEE and restated bylaws, we intend to enter into an indemnification agreement with each member of our board of directors and each of our officers prior to the Closing. These agreements provide for the indemnification of our directors and officers for certain expenses and liabilities incurred in connection with any action, suit, proceeding, or alternative dispute resolution mechanism or hearing, inquiry, or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent, or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent, or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent, or fiduciary of another entity. In the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.ID

~~The limitation of liability and indemnification~~At ~~provisions in~~ the ~~amended~~time ~~and restated certificate~~ of ~~incorporation of~~ the ~~Combined~~Business ~~Company~~Combination, ~~and~~Mr. Maddox ~~amended~~was ~~and~~employed ~~restated~~by ~~bylaws~~SEE ~~may~~ID ~~discourage stockholders from bringing a lawsuit against directors~~ for ~~breach of their fiduciary duties. They may also reduce~~ the ~~likelihood~~positions of ~~derivative litigation~~Chief ~~against~~Operating ~~directors~~Officer and ~~officers,~~Chief ~~even though an action~~Financial Officer, ~~if successful, might benefit us~~ and ~~our~~his ~~stockholders.~~duties ~~Moreover,~~were athose ~~stockholder’s investment~~normally ~~may~~associated bewith ~~harmed~~his toposition ~~the extent we pay the costs of settlement~~ and ~~damage~~such ~~awards~~duties ~~against~~as ~~directors~~are ~~and~~assigned ~~officers pursuant~~ to ~~these indemnification~~him ~~provisions.~~from ~~Insofar~~time asto ~~indemnification~~time, ~~for~~subject to ~~liabilities arising under~~ the ~~Securities~~oversight ~~Act may be permitted to our directors, officers,~~ and ~~controlling~~direction ~~persons~~of ~~pursuant to~~ the ~~foregoing~~CEO ~~provisions,~~ or ~~otherwise,~~his wedesignee. ~~have~~Mr. Maddox’s ~~been~~annual ~~advised~~base ~~that,~~salary inat the ~~opinion~~time of the ~~SEC,~~ ~~such~~Business ~~indemnification~~Combination was ~~is against public policy as expressed in the Securities Act~~$230,000 and ~~is,~~he ~~therefore,~~was ~~unenforceable.~~eligible ~~There~~to isreceive noan ~~pending litigation~~annual orcash ~~proceeding~~bonus ~~naming~~from ~~any~~SEE ofID’s ~~our~~net ~~directors~~income, ~~or officers as~~ to ~~which~~be ~~indemnification~~paid isin ~~being~~amounts ~~sought,~~and ~~nor~~at ~~are~~such ~~we aware of any~~times ~~pending~~as orare ~~threatened~~reasonably ~~litigation~~determined ~~that~~by ~~may~~the ~~result~~Board inof ~~claims~~Directors ~~for~~of ~~indemnification~~SEE ~~by any director or officer~~ID.

Agreement between Charles Maddox and SEE ID Holding Corp

SEE ID Holding Corp, a wholly-owned subsidiary of CID Holdco, entered into an employment agreement with Mr. Maddox, dated September 5, 2025, for the positions of Chief Operating Officer and Chief Financial Officer, which superseded the agreement with SEE ID. Pursuant to Mr. Maddox’s employment agreement, he is entitled to a base salary of $300,000 (as may be adjusted by the company in its sole discretion, provided that any decrease will require Mr. Maddox’s prior written consent), additional cash incentive bonuses of up to $50,000 per calendar year, payable quarterly in $10,000 installments except for the fourth quarter which target amount is $20,000, based on achievement of performance metrics determined by the Board of Directors. The employment agreement provides that Mr. Maddox is eligible to receive a stock option award with a grant date value of $400,000. The stock options will vest as to 25% of the shares on each of the first, second, third and fourth anniversaries of the grant date. If Mr. Maddox’s employment is terminated by the company without Cause or if Mr. Maddox resigns for Good Reason, as such terms are defined in the employment agreement, and he executes a binding waiver and release of claims, then he is entitled to the following severance benefits: (i) twelve months of continued base salary, (ii) accelerated vesting of any unvested stock options or other equity incentive awards held by Mr. Maddox at the time of termination, and (iii) payment by the company for COBRA coverage for six months following termination of employment. For purposes of this severance benefit, “Good Reason” generally is defined to include a material reduction in Mr. Maddox’s base salary or target bonus opportunity, a material diminution of Mr. Maddox’s title, role, duties or responsibilities, or the company’s material breach of his employment agreement. Under the terms of Mr. Maddox’s employment agreement, he is subject to restrictive covenants regarding non-competition and non-solicitation of employees while employed by us and for one year following his termination of employment.

Vijayan Nambiar

Agreement between Vijayan Nambiar and SEE ID

At the time of the Business Combination, Mr. Nambiar was employed by SEE ID for the position of Chief Technology Officer, and his duties were those normally associated with his position and such duties as are assigned to him from time to time, subject to the oversight and direction of the CEO or his designee. Mr. Nambiar’s annual base salary as of the Business Combination was $230,000.

Agreement between Vijayan Nambiar and SEE ID Holding Corp

SEE ID Holding Corp, a wholly-owned subsidiary of CID Holdco, entered into an employment agreement with Mr. Nambiar, dated September 5, 2025, for the positions of Chief Technology Officer, which superseded the agreement with SEE ID. Pursuant to Mr. Nambiar’s employment agreement, he is entitled to a base salary of $330,000 (as may be adjusted by the company in its sole discretion, provided that any decrease will require Mr. Nambiar’s prior written consent), additional cash incentive bonuses of up to $50,000 per calendar year, payable quarterly in $10,000 installments except for the fourth quarter which target amount is $20,000, based on achievement of performance metrics determined by the Board of Directors. The employment agreement provides that Mr. Nambiar is eligible to receive a stock option award with a grant date value of $330,000. The stock options will vest as to 25% of the shares on each of the first, second, third and fourth anniversaries of the grant date. If Mr. Nambiar’s employment is terminated by the company without Cause or if Mr. Nambiar resigns for Good Reason, as such terms are defined in the employment agreement, and he executes a binding waiver and release of claims, then he is entitled to the following severance benefits: (i) twelve months of continued base salary, (ii) accelerated vesting of any unvested stock options or other equity incentive awards held by Mr. Nambiar at the time of termination, and (iii) payment by the company for COBRA coverage for six months following termination of employment. For purposes of this severance benefit, “Good Reason” generally is defined to include a material reduction in Mr. Nambiar’s base salary or target bonus opportunity, a material diminution of Mr. Nambiar’s title, role, duties or responsibilities, or the company’s material breach of his employment agreement. Under the terms of Mr. Nambiar’s employment agreement, he is subject to restrictive covenants regarding non-competition and non-solicitation of employees while employed by us and for one year following his termination of employment.

Policies and Practices Related to the Grant of Certain Equity Awards

We grant equity awards to our executives, including stock options, as part of their total compensation. In 2025, we did not grant stock options on any date that, in relation to our disclosure of material nonpublic information, would require us to provide the tabular disclosures of Item 402(x)(2) of Regulation S-K. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by us. In the event that we determine to grant new awards of such options, the compensation committee will evaluate the appropriate steps to take in relation to the foregoing. Our insider trading policy also provides guidelines around the repurchases of our securities, which are generally only made pursuant to a Rule 10b5-1 trading plan established when we are not in possession of material nonpublic information.

Clawback Policy

We have adopted a clawback policy intended to comply with Section 10D of the Exchange Act, Rule 10D-1 thereunder and the applicable rules of any national securities exchange on which the Company’s securities are listed. The clawback policy applies to all Affected Officers of the Company. Affected Officers means any current or former “officer” as defined in Exchange Act Rule 16a-1, and any other senior executives as determined by the Compensation Committee. This policy ensures that in the event of an accounting restatement due to material non-compliance with financial reporting requirements, the Company can recover erroneous incentive-based compensation received by an Affected Officers.

Outstanding Equity Awards at December 31, 2025

The following table sets forth information regarding outstanding option awards held by the Company’s named executive officers as of December 31, 2025.

Option Awards

Name

Grant Date

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price
($)⁽¹⁾

Option
Expiration
Date

Edmund Nabrotzky

09/01/2021

136,572

⁽¹⁾⁽²⁾

34,143

0.1758

09/01/2031

Chales Maddox

09/01/2021

136,572

⁽¹⁾⁽²⁾

34,143

0.1758

09/01/2031

Vijayan Nambiar

05/07/2022

518,242

⁽¹⁾

—

0.0516

05/07/2032

Vijayan Nambiar

05/07/2022

518,242

⁽¹⁾

—

0.0516

05/07/2032

Vijayan Nambiar

11/21/2023

359,721

⁽¹⁾

—

0.0516

11/21/2033

(1)

The options were originally granted by SEE ID, Inc. pursuant to the SEE ID, Inc. 2021 Equity Incentive Plan. The options were assumed and converted into options to purchase shares of common stock of CID Holdco, with the number of shares subject to the options and exercise price adjusted based on the conversion ratio applicable to the conversion of common stock of SEE ID, Inc. in shares of common stock of CID Holdco in connection with the Business Combination.

(2)

20% of the shares subject to the option vest on each of the five anniversaries of the grant date.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined under the JOBS Act. As an emerging growth company, we are exempt from certain disclosure requirements related to executive compensation, including the requirement to hold advisory votes on the executive pay of our NEOs, as well as the requirement to disclose the ratio of the CEO’s annual total compensation to the median annual total compensation of our employee who is paid at the median of our employee group.

8494

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Registration Rights and Lock Up Agreement

At the Closing, the Company entered into that certain Registration Rights and Lock-Up Agreement with the Holders pursuant to which, (1) subject to certain exceptions, the Holders may not transfer or make any public announcement of any intention to effect a transfer of any of the equity interests of securities of the Company beneficially owned by the Holder during the period ending 180 days after the Closing Date; and (2) the Holders are entitled to certain “shelf” and “piggyback” registration rights. The Registration Rights and Lock-Up Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the stockholder signatories thereto against (or make contributions in respect of) certain liabilities that may arise under the Securities Act.

Warrant Assumption Agreement

At Closing, Continental Stock Transfer & Trust Company (the “Transfer Agent”), SUAC and the Company entered into the Warrant Assumption and Assignment Agreement (the “Warrant Assumption Agreement”), pursuant to which, among other things, SUAC assigned to the Company all of SUAC’s right, title and interest in and to, and the Company assumed all of SUAC’s liabilities and obligations under the certain Warrant Agreement, dated as of November 16, 2021, between SUAC and Continental Stock Transfer & Trust Company (the “Existing Warrant Agreement”). As a result, each Warrant automatically ceased to represent a right to acquire SUAC Class A Common Stock and instead represents a right to acquire shares of the Company’s Common Stock pursuant to the terms and conditions of the Existing Warrant Agreement (as amended by the Warrant Assumption Agreement).

Related Party Policy

The audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its stockholders and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

85Other Related Party Transactions

The Company had entered into SAFE agreements with Charles Maddox, the Chief Financial Officer and a stockholder, for proceeds totaling $28,833. On June 18, 2025, in connection with the Business Combination, these SAFE agreements converted into 2,156 Common Stock of the Company.

In August 2024, the Company entered into a $1,500,000 purchase order with Pope Technologies LLC for certain products, hardware, installation, programming, subscription, and training services. As of December 31, 2024, $750,000 had been received and recorded as deferred revenue in the accompanying condensed consolidated balance sheets. During the three and nine months ended September 30, 2025, the Company delivered a portion of the products and recognized $24,750 of revenue from the deferred revenue balance. Pope Technologies LLC is owned by a director of the Company.

Effective January 1, 2022, the Company entered into a customer agreement with PRB Transportation, LLC, a related party owned in part by Charles Maddox, the Company’s Chief Financial Officer and a stockholder, and Jeff Andersen, a stockholder. Revenues recognized from this agreement totaled $11,737 and $3,445 for the three months ended September 30, 2025 and 2024, respectively, and $20,328 and $11,978 for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, amounts outstanding under this agreement were $0 and $1,164, respectively, and are included in “Accounts receivable” on the accompanying condensed consolidated balance sheets.

Beginning on August 1, 2024, the Company began subleasing an office/warehouse space in Las Vegas, Nevada from Pope Technologies LLC. The term of this sublease is for one year and the rent is $1,280 per month. Pope Technologies LLC is owned by a director of the Company. The rent expense was $16,170 and $23,850 for the three and nine months ended September 30, 2025, respectively. In September 2025, the Company paid a one-time fee of $13,610 to terminate the lease. The lease was terminated as of September 30, 2025.

Beginning on March 1, 2024, the Company began subleasing an office space in Campo Alegre Manati, Puerto Rico from Enzymatic Holdings Corp. The term of this sublease was for one year and the rent was $1,167 per month, plus a one-third share of the cost of utilities. Enzymatic Holdings Corp., LLC is owned, in part, by certain stockholders of the Company. This lease terminated on February 28, 2025, and was not renewed. The rent expense was $0 and $2,334 for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2024, the rent expense was $3,501 and $8,169, respectively.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of shares of Common Stock of the Company as of ~~September~~January 414, ~~2025~~2026 by:

●

each person known by the Company to be the beneficial owner of more than 5% of the Common Stock of the Company;

●

each of the Company’s executive officers and directors; and

●

all executive officers and directors of the Company as a group

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of the Company’s Common Stock beneficially owned by them.

The beneficial ownership of Common Stock is based on 2729,~~636~~273,~~939~~322 shares of our Common Stock issued and outstanding as of ~~September~~January 414, ~~2025~~2026.

	Number of
Name of Beneficial Owners(1)	Shares		%
Directors and Executive Officers
Edmund Nabrotzky		3,571,614		12.92	%
Charles Maddox		2,052,788		7.40	%
Vijayan Nambiar		—		—
Sheldon Paul		—		—
Sheldon Paul(2)		713,667		2.4	%
Janice Bryant Howroyd (2)		79,689		*
Janice Bryant Howroyd(3)		32,983		*
Walter Skowronski		—		—
David Carlson		—		—
Jeff Saling		—		—
Phyllis Newhouse (3)		3,377,730		12.2	%
Phyllis Newhouse(4)		2,574,494		8.8	%
All directors and executive officers as a group		98,~~002~~912,~~132~~563		3230.64	%
Five Percent Holders
William Tremaine Renny		4,967,391		18.0	%
William Tremaine Reny		2,470,060		8.4	%
Jeffery Andersen		1,524,924		5.5	%
ShoulderUp 2021 Trust (4)		2,354,416		8.5	%
ShoulderUp 2021 Trust(5)		1,551,180		5.3	%

Less than one percent.

(1)	Unless otherwise noted, the business address of each of those listed in the table above is 5661 S Cameron St, Suite 100, Las Vegas, NV 89118.
(2)	Represents (i) 112,842 shares directly held by ~~ASK~~SSP Technology Holdings, LLC; (ii) 481,258 shares directly held by The Paul Family Trust; and (iii) 119,567 shares directly held The Sheldon Paul IT. ~~Janice~~Mr. ~~Howroyd~~Paul is the ~~sole~~managing member of ~~ASK~~SSP Technology Holdings, LLC and ~~has~~the sole trustee of The Paul Family Trust and The Sheldon Paul IT and may be deemed to share voting and investment ~~control~~power ofover the shares ~~held~~ by ~~ASK,~~the ~~LLC~~foregoing entities.
(3)	Represents ~~(i) 1,023,314~~ shares directly held by ~~Phyllis Newhouse; and (2) 2~~ASK,~~354,416~~ ~~shares directly held by ShoulderUp 2021 Trust~~LLC. ~~Ms.~~Janice ~~Newhouse~~Howroyd is the ~~trustee~~sole member of ~~ShoulderUp~~ASK, ~~2021~~LLC ~~Trust~~ and ~~may~~has ~~be deemed to share~~ voting and investment ~~power~~control ~~over~~of the shares held by ~~ShoulderUp~~ASK, ~~2021 Trust~~LLC.
(4)	Represents (i) 1,023,314 shares directly held by Phyllis Newhouse; and (ii) 1,551,180 shares directly held by ShoulderUp 2021 Trust. ~~The~~Ms. ~~address~~Newhouse ofis the ~~principal~~trustee ~~business office~~ of ShoulderUp 2021 Trust isand ~~2291~~may ~~Loring~~be ~~Oak~~deemed PLto NWshare ~~Marietta,~~voting GAand ~~30064~~investment power over the shares held by ShoulderUp 2021 Trust.
(5)	Represents shares directly held by ShoulderUp 2021 Trust. The address of the principal business office of ShoulderUp 2021 Trust is 2291 Loring Oak PL NW Marietta, GA 30064.

SELLING SECURITYHOLDERS

The Selling Securityholders listed in the table below may from time to time offer and sell any or all of the shares of Common Stock and Warrants set forth below pursuant to this prospectus. When we refer to the “Selling Securityholders” in this prospectus, we refer to the persons listed in the table below, and the pledgees, donees, permitted transferees, assignees, successors and others who later come to hold any of the Selling Securityholders’ interest in the shares of Common Stock after the date of this prospectus other than through a public sale.

The following table sets forth, as of the date of this prospectus:

● the name of the Selling Securityholders for whom we are registering shares of Common Stock for resale to the public,

● the number and percentage of shares of Common Stock that the Selling Securityholders beneficially owned prior to the offering for resale of the securities under this prospectus,

● the number and percentage of shares of Common Stock that may be offered from time to time for resale for the account of the Selling Securityholders pursuant to this prospectus, and

● the number and percentage of shares to be beneficially owned by the Selling Securityholders after the offering of the resale securities (assuming all of the offered shares of Common Stock are sold by the Selling Securityholders).

Our registration of the shares of Common Stock does not necessarily mean that the Selling Securityholders will sell all or any of such Common Stock. A Selling Securityholder may sell all, some or none of such securities in this offering. See “Plan of Distribution.”

	Shares of Common Stock								Warrants to Purchase Common Stock
	Number				Number
	Beneficially		Number		Beneficially		Percent		Beneficially		Number		Beneficially		Percent
	Owned		Registered		Owned		Owned		Owned		Registered		Owned		Owned
	Prior to		for Sale		After		After		Prior to		for Sale		After		After
Name of Selling Securityholder1	Offering		Hereby		Offering		Offering		Offering		Hereby		Offering		Offering
Charles K Maddox		2,052,788		2,052,788		—		—		—		—		—		—
Edmund S Nabrotzky		3,571,614		3,571,614		—		—		—		—		—		—
SJP Investments, LLC2		149,459		149,459		—		—		—		—		—		—
SSP Technology Holdings, LLC3		112,842		112,842		—		—		—		—		—		—
The Paul Family Trust dated June 3, 20054		478,094		478,094		—		—		—		—		—		—
The Sheldon Paul IT5		118,781		118,781		—		—		—		—		—		—
Tracking Technology Holdings, LLC6		1,389,346		1,389,346		—		—		—		—		—		—
William Tremaine Reny7		4,967,391		4,967,391		—		—		—		—		—		—

* Less than a percent

1 Unless otherwise noted, the business address of each of those listed in the table above is 5661 S Cameron St, Suite 100, Las Vegas, NV 89118.

2 Represents shares directly held by SJP Investments, LLC. Sheldon Paul is the managing member of SJP Investments, LLC. The address of the principal business office of SJP Investments, LLC is 1000 N Green Valley Pkwy, Ste 440-350, Henderson, NV 89074.

3 Represents shares directly held by SSP Technology Holdings, LLC. Sheldon Paul is the managing member of SSP Technology Holdings, LLC. The address of the principal business office of SSP Technology Holdings, LLC is 1000 N Green Valley Pkwy, Ste 440-350, Henderson, NV 89074.

4 Represents shares directly held by The Paul Family Trust dated June 3, 2005. Sheldon Paul is the sole trustee of The Paul Family Trust dated June 3, 2005. The address of the principal business office of The Paul Family Trust dated June 3, 2005 is 8671 Golden Canyon, Las Vegas, NV 89129.

5 Represents shares directly held by The Sheldon Paul IT. Sheldon Paul is the sole trustee of The Sheldon Paul IT. The address of the principal business office of The Sheldon Paul IT is 333 N Rancho Drive, Ste 730, Las Vegas, NV 89106.

6 Represents shares directly held by Tracking Technology Holdings, LLC, which includes 1,317,750 issued in a private placement offering on June 18, 2025. The address of the principal business office of Tracking Technology Holdings is 199 N. Arroyo Grande Blvd, Ste 150, Henderson, NV 89074.

7 Represents shares directly held by William Tremaine Reny. The address of the principal business office of William Tremaine Reny is 9 Hawk Ridge Drive, Las Vegas, NV 89135.

Shares of Common Stock

Warrants to Purchase Common Stock

Number

Beneficially

Number

Beneficially

Percent

Beneficially

Number

Beneficially

Percent

Owned

Registered

Owned

Registered

Owned

Prior to

for Sale

After

Prior to

for Sale

After

Name of Selling Securityholder1

Offering

Hereby

Offering

Hereby

Offering

Johnathan Jerotz & Sarah Jerotz JT Ten8

121,250

—

Kory Coleman9

97,000

—

John Phillips Shackelford Jr.10

76,387

Filing Compare · CID Holdco, Inc.