Form 4: CID Holdco Director and 10% Owner Phyllis Newhouse Reports Significant Share Acquisition Post-Business Combination

Phyllis W. Newhouse, a Director and 10% Owner of CID Holdco, Inc. (DAIC), reported the acquisition of over 3.3 million shares of common stock following the consummation of a business combination agreement.

Summary

• Phyllis W. Newhouse, a Director and 10% Owner of CID Holdco, Inc. (DAIC), reported changes in her beneficial ownership of the company's common stock.
• On June 18, 2025, Ms. Newhouse directly acquired 1,023,314 shares of common stock.
• Additionally, on the same date, she indirectly acquired 2,354,416 shares of common stock through the ShoulderUp 2021 Trust, where she serves as trustee and may share voting and investment power.
• The total number of shares acquired is 3,377,730, with an acquisition price of $0.00 per share.
• These acquisitions were made in connection with the consummation of a Business Combination Agreement dated March 18, 2024, involving the Issuer, ShoulderUp Technology Acquisition Corp, ShoulderUp Merger Sub, Inc., SEI Merger Sub, Inc., and SEE ID, Inc.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as it indicates the successful consummation of a business combination and a significant increase in insider ownership, which can be viewed favorably by investors as it aligns management interests with shareholders.

Positives

• A Director and 10% Owner, Phyllis W. Newhouse, has acquired a substantial stake of 3,377,730 shares in CID Holdco, Inc., indicating strong alignment of interests with shareholders.
• The reported transaction signifies the successful consummation of a previously announced Business Combination Agreement, which can reduce uncertainty for investors.

Risks

• The filing does not explicitly detail risks, but the nature of a business combination can introduce integration risks, operational challenges, and potential dilution for existing shareholders, though these are not directly stated in this ownership report.

Future Outlook

The document does not provide explicit forward-looking statements or guidance beyond the consummation of the business combination.

Management Comments

• These securities were issued in connection with the consummation of the transactions contemplated by that certain Business Combination Agreement, dated March 18, 2024, by and among the Issuer, ShoulderUp Technology Acquisition Corp, a Delaware corporation, ShoulderUp Merger Sub, Inc., a Delaware corporation, SEI Merger Sub, Inc., a Delaware Corporation and SEE ID, Inc., a Nevada corporation.
• Shares directly held by ShoulderUp 2021 Trust. Ms. Newhouse is the trustee of ShoulderUp 2021 Trust and may be deemed to share voting and investment power over the shares held by ShoulderUp 2021 Trust.

Industry Context

This Form 4 filing reflects a common outcome of a business combination, where shares are issued to key individuals or entities involved in the merger. Such transactions are typical in the SPAC (Special Purpose Acquisition Company) and M&A landscape, where private companies merge with publicly traded shell companies to go public, or where entities consolidate ownership post-merger.

Comparison to Industry Standards

• The acquisition of shares by a director and 10% owner post-business combination is a standard mechanism for aligning management and significant shareholder interests with the newly formed or combined entity.
• The $0.00 acquisition price is typical for shares issued as consideration in a merger or as part of an equity compensation plan tied to a corporate event, rather than a cash purchase on the open market.
• The structure involving a Business Combination Agreement between multiple entities (Issuer, SPAC, Merger Subs, Target Company) is a common framework for de-SPAC transactions or complex corporate restructurings in the current market.

Related Party Transactions

• The acquisition of shares by Phyllis W. Newhouse, a Director and 10% Owner, is a related party transaction.
• The shares were issued in connection with a Business Combination Agreement involving entities related to the issuer and the reporting person's prior affiliations (e.g., ShoulderUp Technology Acquisition Corp).

Stakeholder Impact

• Shareholders: The significant increase in ownership by a director and 10% owner may be viewed positively, signaling confidence in the combined entity's future. It also clarifies the ownership structure post-business combination.
• Management: The transaction solidifies Ms. Newhouse's stake and alignment with the company's performance.

Key Dates

Keywords

CID Holdco, DAIC, Phyllis Newhouse, Beneficial Ownership, Form 4, Insider Trading, Business Combination, Merger, Equity Acquisition, Director, 10% Owner