Form 8-K

8-K — CID Holdco, Inc.

Accession: 0001213900-26-088070

Filed: 2026-08-12

Period: 2026-08-06

CIK: 0002033770

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0301685-8k_cidhold.htm (Primary)

EX-99.1 — PRESS RELEASE DATED AUGUST 12, 2026 (ea030168501ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0301685-8k_cidhold.htm · Sequence: 1

false

0002033770

2026-08-06

0002033770

DAIC:CommonStockParValueOf0.0001PerShareMember

2026-08-06

0002033770

DAIC:WarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf287.50PerShareMember

2026-08-06

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 6, 2026

CID HoldCo, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-42711

99-2578850

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5661 S Cameron St, Suite 100,

Las Vegas, Nevada

89118

(Address of Principal Executive Offices)

(Zip Code)

(303)-332-4122

(Registrant’s telephone number, including

area code)

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of

each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value of $0.0001 per share

DAIC

The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Common Stock at an exercise price of $287.50 per share*

DAICW

The Nasdaq Stock Market LLC

* Reflects giving effect to the reverse stock split as of 4:01

p.m. Eastern Time on May 29, 2026 as described in the 8-K filed by CID HoldCo, Inc. with the Securities and Exchange Commission on May

28, 2026.

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued

Listing Rule or Standard; Transfer of Listing.

On August 6, 2026, CID HoldCo, Inc., a Delaware

corporation (the “Company”), received a written notification from the Listing Qualifications Department of The Nasdaq Stock

Market LLC (“Nasdaq”) informing the Company that Nasdaq’s staff had determined to delist the Company’s common

stock, par value $0.0001 per share (the “Common Stock”), from Nasdaq pursuant to Nasdaq Listing Rule 5450(b)(2)(A) because

the Company did not satisfy the minimum Market Value of Listed Securities (“MVLS”) requirement of $50 million. The notification

is referred to herein as the “Staff Determination.”

As previously disclosed, on February 5, 2026, the

Company received deficiency notices from Nasdaq indicating that (i) the MVLS of the Company’s listed securities was below $50 million

required under Nasdaq Listing Rule 5450(b)(2)(A), and (ii) the closing bid price of the Common Stock had been below $1.00 per share for

30 consecutive business days, which is the minimum bid price required for continued listing on the Nasdaq Global Market under Nasdaq Listing

Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). On February 10, 2026, the Company received an additional deficiency

notice from Nasdaq indicating that the Company’s securities had not maintained a minimum market value of publicly held shares (“MVPHS”)

of $15 million required under Nasdaq Listing Rule 5450(b)(2)(C). In accordance with the applicable Nasdaq Listing Rules, the Company was

given 180 calendar days to regain compliance with each requirement: until August 4, 2026 for the MVLS and Minimum Bid Price Requirements,

and until August 10, 2026 for the MVPHS requirement. On June 23, 2026, Nasdaq notified the Company that it had regained compliance with

the Minimum Bid Price Requirement because the closing bid price of the Common Stock had been $1.00 per share or greater for at least 12

consecutive business days from June 8, 2026 to June 22, 2026, and accordingly, the minimum bid price matter was closed. The Company, however,

did not regain compliance with the MVLS requirement by the August 4, 2026 deadline, and Nasdaq subsequently issued the Staff Determination

on August 6, 2026.

Under the Staff Determination, the Company has

the right to appeal the Staff Determination by requesting a hearing before a Nasdaq Hearings Panel (the “Hearings Panel”).

Any such request must be submitted by 4:00 p.m. Eastern Time on August 13, 2026, and is subject to a $20,000 hearing fee. The Company

plans to file such appeal by timely requesting a hearing (the “Hearing”) before the Hearings Panel and paying the applicable

fee. A Hearing request will stay the suspension of the Company’s securities and the filing of a Form 25-NSE with the Securities

and Exchange Commission pending the issuance of a written decision by the Hearings Panel. The Common Stock will remain listed on Nasdaq,

pending the outcome of the Hearing. There can be no assurance that the Hearings Panel will decide in the Company’s favor with respect

to such appeal. The Hearings Panel’s decision will determine the future of trading of the Common Stock.

There can be no assurance that the Company will

be granted the Hearing or that following the Hearing, the Hearings Panel will determine to continue to allow the listing of the Common

Stock on Nasdaq or that the Company will be able to evidence compliance with the applicable listing criteria within the period of time,

if any, that may be granted by the Hearings Panel.

Item 7.01 Regulation FD

August 12, 2026, the Company issued a press release relating to the Company being informed that Nasdaq’s staff had determined

to delist the Company’s Common Stock. A copy of the press release is furnished herewith as Exhibit

99.1.

The information in this current

report on Form 8-K, including the press release attached as Exhibit 99.1 hereto, is being furnished, but shall not be deemed to be “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section

or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit

shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made

before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release dated August 12, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

CID HoldCo, Inc.

Date: August 12, 2026

By:

/s/ Edmund Nabrotzky

Edmund Nabrotzky

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 12, 2026

EX-99.1

Filename: ea030168501ex99-1.htm · Sequence: 2

Exhibit 99.1

Dot Ai Announces Delisting Notice and Intention

of Appeal

Having received a Staff Determination of delisting,

the Company signals their intention to appeal as they pursue strategic alternatives to remain compliant.

LAS VEGAS, NV / August 12, 2026 / CID HoldCo,

Inc. (Nasdaq: DAIC) (“Dot Ai” or the “Company”), an IoT and AI-based SaaS company redefining asset intelligence

for industrial technology, today announced that on August 6, 2026, it received a written notification from the Listing Qualifications

Department of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that Nasdaq’s staff had determined to delist

the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from Nasdaq pursuant to Nasdaq Listing

Rule 5450(b)(2)(A) because the Company did not satisfy the minimum Market Value of Listed Securities (“MVLS”) requirement

of $50 million. The notification is referred to herein as the “Staff Determination”. The company is pursuing strategic alternatives

to address the deficiencies.

As previously disclosed, on February 5, 2026,

the Company received deficiency notices from Nasdaq indicating that (i) the MVLS of the Company’s listed securities was below $50

million required under Nasdaq Listing Rule 5450(b)(2)(A), and (ii) the closing bid price of the Common Stock had been below $1.00 per

share for 30 consecutive business days, which is the minimum bid price required for continued listing on the Nasdaq Global Market under

Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). On February 10, 2026, the Company received an additional

deficiency notice from Nasdaq indicating that the Company’s securities had not maintained a minimum market value of publicly held

shares (“MVPHS”) of $15 million required under Nasdaq Listing Rule 5450(b)(2)(C). In accordance with the applicable Nasdaq

Listing Rules, the Company was given 180 calendar days to regain compliance with each requirement: until August 4, 2026 for the MVLS and

Minimum Bid Price Requirements, and until August 10, 2026 for the MVPHS requirement. On June 23, 2026, Nasdaq notified the Company that

it had regained compliance with the Minimum Bid Price Requirement because the closing bid price of the Common Stock had been $1.00 per

share or greater for at least 12 consecutive business days from June 8, 2026 to June 22, 2026, and accordingly, the minimum bid price

matter was closed. The Company, however, did not regain compliance with the MVLS requirement by the August 4, 2026 deadline, and Nasdaq

subsequently issued the Staff Determination on August 6, 2026.

Under the Staff Determination, the Company has

the right to appeal the Staff Determination by requesting a hearing before a Nasdaq Hearings Panel (the “Hearings Panel”).

Any such request must be submitted by 4:00 p.m. Eastern Time on August 13, 2026, and is subject to a $20,000 hearing fee. The Company

plans to file such appeal by timely requesting a hearing (the “Hearing”) before the Hearings Panel and paying the applicable

fee. A Hearing request will stay the suspension of the Company’s securities and the filing of a Form 25-NSE with the Securities

and Exchange Commission pending the issuance of a written decision by the Hearings Panel. The Common Stock will remain listed on Nasdaq,

pending the outcome of the Hearing. There can be no assurance that the Hearings Panel will decide in the Company’s favor with respect

to such appeal. The Hearings Panel’s decision will determine the future of trading of the Common Stock.

There can be no assurance that the Company will

be granted the Hearing or that following the Hearing, the Hearings Panel will determine to continue to allow the listing of the Common

Stock on Nasdaq or that the Company will be able to evidence compliance with the applicable listing criteria within the period of time,

if any, that may be granted by the Hearings Panel.

About Dot Ai

Dot Ai (Nasdaq: DAIC) is an IoT and AI-based SaaS

company at the forefront of Asset Intelligence technology for smart supply chain operations. Leveraging state-of-the-art AI engines, cutting-edge

5G RF and BLE technology, and seamless cloud integrations, Dot Ai offers real-time asset visibility and predictive analytics that integrate

with existing infrastructure. The Company serves multiple industries including aviation, construction, delivery, military, mining, retail,

seaports, medical logistics, warehousing, and manufacturing. For more information, please visit daic.ai.

No Offer or Solicitation

This press release is not a proxy statement or

solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions and shall

not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any

state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the

Securities Act.

Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are

not historical facts, including statements regarding the Company’s review of strategic alternatives, intent regarding a Hearing

and the outcome of the Hearing, if any, and the Company’s ability to regain compliance with Nasdaq continued listing requirements.

All forward-looking statements are based on Dot Ai’s current expectations and beliefs concerning future developments and their potential

effects on the Company. Forward-looking statements are subject to risks and uncertainties — including the risk that the Company

may not be granted a Hearing by Nasdaq or, if granted, that the Company will not be successful in its appeal or the Company may have additional

Nasdaq listing deficiencies — that could cause actual results to differ materially from those expressed in the forward-looking statements.

Readers are cautioned not to put undue reliance on forward-looking statements, and Dot Ai assumes no obligation to update or revise these

forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Investor Relations Contact:

Charlie Maddox

CFO

charlie@daic.ai

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Aug. 06, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 06, 2026

Entity File Number

001-42711

Entity Registrant Name

CID HoldCo, Inc.

Entity Central Index Key

0002033770

Entity Tax Identification Number

99-2578850

Entity Incorporation, State or Country Code

Entity Address, Address Line One

5661 S Cameron St

Entity Address, Address Line Two

Suite 100

Entity Address, City or Town

Las Vegas

Entity Address, State or Province

Entity Address, Postal Zip Code

89118

City Area Code

303

Local Phone Number

332-4122

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Common Stock, par value of $0.0001 per share

Title of 12(b) Security

Common Stock, par value of $0.0001 per share

Trading Symbol

DAIC

Security Exchange Name

NASDAQ

Warrants, each exercisable for one share of Common Stock at an exercise price of $287.50 per share*

Title of 12(b) Security

Warrants, each exercisable for one share of Common Stock at an exercise price of $287.50 per share*

Trading Symbol

DAICW

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=DAIC_CommonStockParValueOf0.0001PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=DAIC_WarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf287.50PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: