January 7, 2025
Phyllis Newhouse
President
CID Holdco, Inc.
7500 Old Georgetown Road, Suite 901
Bethesda, Maryland 20814
Edmund Nabrotzky
Chief Executive Officer
SEE ID, Inc.
7500 Old Georgetown Road, Suite 901
Bethesda, Maryland 20814
Re: CID Holdco, Inc.
Amendment No. 4 to Registration Statement on Form S-4
Filed January 5, 2025
File No. 333-282600
Dear Phyllis Newhouse and Edmund Nabrotzky:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our January 2,
2025 letter.
Amendment No. 4 to the Registration Statement on S-4
Summary of the Proxy Statement/Prospectus
Ticker Symbols and Dividend Information, page 13
1. We note that you updated the most recent closing price for each share of
SUAC Class
A Common Stock, SUAC Unit and SUAC Public Warrant without changing the
associated date. Please revise the date accordingly.
January 7, 2025
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2024,
page
142
2. We note your response to prior comments 4 and 5 in which you indicate
that
adjustment S has been removed from the Temporary Equity section.
However,
adjustment S remains in all scenarios in the Temporary Equity section of
the pro
forma balance sheet. It is also unclear why you add cash to the cash
held in trust
account line-item referencing adjustment S and why the amounts of
adjustments S to
additional paid-in capital declines under each scenario. In addition,
adjustments D1,
D2, D3, and D4 do not balance. Revise your pro forma balance sheet to
ensure the
adjustment debits and credits net to zero, and the sum of the
adjustments equals the
line-item totals under each scenario.
Please contact Anastasia Kaluzienski at 202-551-3685 or Robert
Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements
and related
matters. Please contact Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Gerry Williams
Krisanne Cunningham