CID HoldCo Inc美股招股说明书(2025-12-11版)

CID HoldCo, Inc. Up to 29,701,559 shares of Common Stock(for resale)655,000 Warrants to Purchase shares of Common Stock(for resale)Up to 14,999,983 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”), bythe selling security holders identified in this prospectus (including their transferees, donees, pledgees and other successors-in-interest) (the“Selling Securityholders”) of: (1) up to 29,701,559 shares of Common Stock (the “Total Resale Shares”), including (i) 11,522,565 shares ofCommon Stock which shares were originally issued to certain SEE ID Equityholders (as defined herein) in connection with theconsummation of the Business Combination as merger consideration at an equity consideration value of $10.00 per share; (ii) up to7,365,834 shares of Common Stock (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 ofthe private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit; (iv) up to 3,323,536 shares ofCommon Stock (the “PIPE Shares”) originally issued in a private placement to certain investors pursuant to the PIPE SubscriptionAgreements (as defined below) at price of $4.00 per share; (v) up to 5,524,624 New Circle Shares issuable pursuant to the ELOCAgreement (as defined herein), comprised of (a) 85,995 shares issuable to New Circle (the “Commitment Shares”), based on thecommitment fee of $350,000 to be calculated using the market value of the closing price of the Common Stock on the date this RegistrationStatement is declared effective by the SEC, and (b) 5,438,629 shares of Common Stock (the “ELOC Shares” and together with theCommitment Shares, the “New Circle Shares”) that we may, in our sole discretion, elect to issue and sell to New Circle, from time to timeafter the date of this prospectus, as part of the Total Commitment (as defined herein) pursuant to (and limited by the terms of) the ELOCAgreement; (vi) up to 655,000 shares of Common Stock that are issuable by us upon the exercise of the Private Placement Warrants (the“Private Placement Warrants”)) following the public resale of the Private Placement Warrants by the Selling Securityholders; and (2) up to655,000 Private Placement Warrants originally issued to the Sponsor as part of the Private Placement Units in a private placement at a priceof $10.00 per Private Placement Unit, currently exercisable at a price of $11.50 per share. In addition, this prospectus also relates to the issuance by us of up to 14,999,983 shares of Common Stock Common Stock issuable uponthe exercise of 14,999,983 public warrants, originally issued by ShoulderUp Technology Acquisition Corp. (“SUAC”) as part of its initialpublic 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 andone-half of one redeemable warrant, which are currently exercisable at a price of $11.50 per share of our Common Stock (the “PublicWarrants” and together with the Private Placement Warrants, the “Warrants”).All of the Public Warrants were assumed by us in connectionwith the Business Combination (as defined below). We will not receive any proceeds from the sale of shares of our Common Stock or Warrants by the Selling Securityholders pursuant to thisprospectus, except with respect to amounts received by us upon exercise of the Public Warrants to the extent such Public Warrants areexercised for cash, which amount of aggregate proceeds, assuming the exercise of all Public Warrants for cash, could be up toapproximately $172,499,805. We believe the likelihood that Public Warrant holders will exercise their Public Warrants, and therefore theamount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock (as defined below). If the marketprice for our Common Stock is less than $11.50 per share, we believe the Public Warrant holders will be less likely to exercise theirWarrants. We will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the SellingSecurityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposingof the securities, associated with the sale of securities pursuant to this prospectus. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer orsell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by this prospectus in a n