{"filing":{"accession_number":"0001213900-26-074608","cik":"0002033770","ticker":"DAICW","company_name":"CID Holdco, Inc.","form":"8-K","filing_date":"2026-07-02","report_date":null,"primary_document":"ea0296821-8k_cidhold.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2033770/000121390026074608/ea0296821-8k_cidhold.htm"},"events":[{"id":15709,"run_id":14008,"accession_number":"0001213900-26-074608","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"CID Holdco entered into a Note Purchase Agreement on June 23, 2026, creating a new $500,000 Senior Secured Convertible Promissory Note with Phillips Equities \u0026 Trust, LLC, bearing 6% interest, 12-month maturity, convertibility into common stock, and secured by substantially all company assets.","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":13586,"accession_number":"0001213900-26-074608","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"CID HoldCo entered into a Note Purchase Agreement on June 23, 2026, creating a new $500,000 Senior Secured Convertible Promissory Note with Phillips Equities \u0026 Trust, LLC. This is a direct creation of a new financial obligation with specified terms (6% interest, 12-month maturity, convertibility into common stock, and secured by substantially all company assets). The filing explicitly discloses this under Item 1.01 (Entry into a Material Definitive Agreement), and the press release confirms this as \"new capital\" through \"an additional secured convertible note,\" making it a material debt issuance event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T12:41:56.596032+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13588,"accession_number":"0001213900-26-074608","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses the creation of a direct financial obligation through a new $500,000 secured convertible note from a new investor, which is a classic debt issuance event. While the filing also references retirement of prior White Lion notes (~$867,000), the Item 2.03 focus and the press release emphasis on \"new capital...through an additional secured convertible note\" center on the new debt obligation being created, not the prior debt being eliminated.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T12:41:56.596032+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13590,"accession_number":"0001213900-26-074608","item_number":"7.01","item_title":"Regulation FD","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.72,"reasoning":"The filing discloses two material debt events: (1) retirement in full of approximately $867,000 in White Lion secured convertible notes, and (2) entry into a new Note Purchase Agreement for $500,000 in additional secured convertible financing from a new investor. While the retirement of existing debt could be viewed as a refinancing or capital structure simplification, the primary operative disclosure is the creation of a new direct financial obligation through the secured convertible note issuance, which is the forward-looking material event affecting the company's financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T12:41:56.596032+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15710,"run_id":14008,"accession_number":"0001213900-26-074608","anchor_item_number":"1.02","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.75,"summary":"CID Holdco retired in full approximately $867,000 principal of White Lion Senior Secured Convertible Promissory Notes through conversion and released all associated liens and security interests, simplifying the company's capital structure and eliminating secured debt obligations.","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":13587,"accession_number":"0001213900-26-074608","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses termination of the White Lion Senior Secured Convertible Promissory Notes (approximately $867,000 principal) through full conversion and release of all associated liens and security interests. While Item 1.02 covers termination of material definitive agreements, the substance here is a debt retirement and capital structure simplification—a financial event involving elimination of a secured obligation. This does not fit the specific categories of debt_issuance, covenant_breach, or restatement, making financial_other the most appropriate classification. The event is material as it eliminates secured debt and releases collateral constraints, affecting the registrant's financial position and flexibility.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T12:41:56.596032+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13590,"accession_number":"0001213900-26-074608","item_number":"7.01","item_title":"Regulation FD","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.72,"reasoning":"The filing discloses two material debt events: (1) retirement in full of approximately $867,000 in White Lion secured convertible notes, and (2) entry into a new Note Purchase Agreement for $500,000 in additional secured convertible financing from a new investor. While the retirement of existing debt could be viewed as a refinancing or capital structure simplification, the primary operative disclosure is the creation of a new direct financial obligation through the secured convertible note issuance, which is the forward-looking material event affecting the company's financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T12:41:56.596032+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15711,"run_id":14008,"accession_number":"0001213900-26-074608","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"CID Holdco issued a $500,000 secured convertible note to a new investor in reliance on Section 4(a)(2) and Regulation D exemptions, providing additional capital through an unregistered private placement of a dilutive equity instrument.","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":13589,"accession_number":"0001213900-26-074608","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered issuance of a $500,000 secured convertible note by a new investor, issued in reliance on Section 4(a)(2) and Regulation D exemptions. The press release confirms this is \"additional secured convertible financing\" that provides new capital to the company. Convertible notes are dilutive equity instruments, and the unregistered private placement structure is characteristic of dilutive issuances at small- and mid-cap companies raising capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T12:41:56.596032+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15712,"run_id":14008,"accession_number":"0001213900-26-074608","anchor_item_number":"8.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.85,"summary":"CID Holdco disclosed ongoing Nasdaq continued listing compliance deficiencies regarding minimum market value of listed securities ($50 million) and minimum market value of publicly held shares ($15 million), despite regaining compliance with the Bid Price Requirement as of June 23, 2026.","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-07-02","form":"8-K","submitted_at":null,"items":[{"id":13591,"accession_number":"0001213900-26-074608","item_number":"8.01","item_title":"Other Events.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.85,"reasoning":"The Item 8.01 disclosure centers on CID Holdco's (Dot Ai's) Nasdaq listing compliance status. While the company regained compliance with the Bid Price Requirement (minimum $1.00 per share) as of June 23, 2026, the filing explicitly states the company \"continues to evaluate available options to resolve the deficiencies and regain compliance with the previously disclosed deficiencies in Nasdaq's continued listing requirements\" regarding minimum market value of listed securities (MVLS) of $50 million and minimum market value of publicly held shares (MVPHS) of $15 million. This ongoing delisting risk—the threat of failure to satisfy continued listing rules—is the material event disclosed, even though one specific deficiency was cured.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T12:41:56.596032+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":13586,"accession_number":"0001213900-26-074608","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"CID HoldCo entered into a Note Purchase Agreement on June 23, 2026, creating a new $500,000 Senior Secured Convertible Promissory Note with Phillips Equities \u0026 Trust, LLC. This is a direct creation of a new financial obligation with specified terms (6% interest, 12-month maturity, convertibility into common stock, and secured by substantially all company assets). The filing explicitly discloses this under Item 1.01 (Entry into a Material Definitive Agreement), and the press release confirms this as \"new capital\" through \"an additional secured convertible note,\" making it a material debt issuance event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T12:41:56.596032+00:00","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-07-02"},{"id":13587,"accession_number":"0001213900-26-074608","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses termination of the White Lion Senior Secured Convertible Promissory Notes (approximately $867,000 principal) through full conversion and release of all associated liens and security interests. While Item 1.02 covers termination of material definitive agreements, the substance here is a debt retirement and capital structure simplification—a financial event involving elimination of a secured obligation. This does not fit the specific categories of debt_issuance, covenant_breach, or restatement, making financial_other the most appropriate classification. The event is material as it eliminates secured debt and releases collateral constraints, affecting the registrant's financial position and flexibility.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T12:41:56.596032+00:00","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-07-02"},{"id":13588,"accession_number":"0001213900-26-074608","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses the creation of a direct financial obligation through a new $500,000 secured convertible note from a new investor, which is a classic debt issuance event. While the filing also references retirement of prior White Lion notes (~$867,000), the Item 2.03 focus and the press release emphasis on \"new capital...through an additional secured convertible note\" center on the new debt obligation being created, not the prior debt being eliminated.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T12:41:56.596032+00:00","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-07-02"},{"id":13589,"accession_number":"0001213900-26-074608","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered issuance of a $500,000 secured convertible note by a new investor, issued in reliance on Section 4(a)(2) and Regulation D exemptions. The press release confirms this is \"additional secured convertible financing\" that provides new capital to the company. Convertible notes are dilutive equity instruments, and the unregistered private placement structure is characteristic of dilutive issuances at small- and mid-cap companies raising capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T12:41:56.596032+00:00","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-07-02"},{"id":13590,"accession_number":"0001213900-26-074608","item_number":"7.01","item_title":"Regulation FD","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.72,"reasoning":"The filing discloses two material debt events: (1) retirement in full of approximately $867,000 in White Lion secured convertible notes, and (2) entry into a new Note Purchase Agreement for $500,000 in additional secured convertible financing from a new investor. While the retirement of existing debt could be viewed as a refinancing or capital structure simplification, the primary operative disclosure is the creation of a new direct financial obligation through the secured convertible note issuance, which is the forward-looking material event affecting the company's financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T12:41:56.596032+00:00","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-07-02"},{"id":13591,"accession_number":"0001213900-26-074608","item_number":"8.01","item_title":"Other Events.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.85,"reasoning":"The Item 8.01 disclosure centers on CID Holdco's (Dot Ai's) Nasdaq listing compliance status. While the company regained compliance with the Bid Price Requirement (minimum $1.00 per share) as of June 23, 2026, the filing explicitly states the company \"continues to evaluate available options to resolve the deficiencies and regain compliance with the previously disclosed deficiencies in Nasdaq's continued listing requirements\" regarding minimum market value of listed securities (MVLS) of $50 million and minimum market value of publicly held shares (MVPHS) of $15 million. This ongoing delisting risk—the threat of failure to satisfy continued listing rules—is the material event disclosed, even though one specific deficiency was cured.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T12:41:56.596032+00:00","company_name":"CID Holdco, Inc.","ticker":"DAICW","filing_date":"2026-07-02"}]}