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September 11, 2024
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.
Draft Registration Statement on Form S-4
Submitted August 15, 2024
CIK No. 0002033770
Dear Phyllis Newhouse and Edmund Nabrotzky:
We have reviewed your draft registration statement and have the
following comments.
Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
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 the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.
Draft Registration Statement on Form S-4
Cover Page
1. Please revise your disclosure to include all material financing
transactions that have
occurred since the initial public offering of the special purpose
acquisition company or
will occur in connection with the consummation of the de-SPAC
transaction. Refer to
Item 1604(a)(2) of Regulation S-K.
2. We note references to a PIPE Investment throughout the filing including
a discussion of
negotiations involving a non-binding letter of intent involving a PIPE
investment of up to
September 11, 2024
Page 2
$25 million dollars at a purchase price of $10 per share. Disclosure
elsewhere seems to
indicate you have not entered into any PIPE Investment agreements.
Please provide clear,
consistent disclosure throughout the prospectus. As applicable, please
revise your cover
page and summary to provide the disclosure required by Item 1604(a)(2)
and (b)(5) of
Regulation S-K.
Summary of the Proxy Statement/Prospectus, page 1
3. Please revise to disclose that the SPAC must complete its initial
business combination
within forty-six (46) months from the closing of the IPO.. See Item
1604(b)(1) of
Regulation S-K. Please ensure all the material terms of the de-SPAC
transaction are
disclosed in the prospectus summary.
4. You state that if SUAC does not consummate the Business Combination and
fails to
complete an initial business combination by November 19, 2024, SUAC will
be required
to dissolve and liquidate, unless SUAC receives stockholder approval to
amend the
Existing SUAC Charter to extend the date by which the Business
Combination may be
consummated. Please disclose whether shareholders may redeem their
shares in
connection with any proposal to extend the time period to complete a
business
combination. Refer to 1604(b)(6) of Regulation S-K.
5. Please revise the prospectus summary to include conflicts of interest
disclosure as
required by Item 1604(b)(3) of Regulation S-K.
6. Please revise the prospectus summary to include, in tabular format, the
terms and amount
of the compensation received or to be received by the SPAC sponsor, its
affiliates, and
promoters in connection with the de-SPAC transaction or any related
financing
transaction, the amount of securities issued or to be issued by the SPAC
to the SPAC
sponsor, its affiliates, and promoters and the price paid or to be paid
for such securities in
connection with the de-SPAC transaction or any related financing
transaction; and,
outside of the table, the extent to which that compensation and
securities issuance has
resulted or may result in a material dilution of the equity interests of
non-redeeming
shareholders of the special purpose acquisition company. Refer to Item
1604(b)(4) of
Regulation S-K.
7. We note your disclosure that the ShoulderUp Merger, taken together with
the SEE ID
Merger, is intended to qualify as a tax-deferred exchange for U.S.
federal income tax
purposes under Section 351 of the Code. Please revise your disclosure to
provide
counsel's firm opinion for each material tax consequence or explain why
such opinion
cannot be given. Please also clearly disclose whether this is the
opinion of tax counsel and
identify counsel. If the opinion is subject to uncertainty, please
provide disclosure that
reflects the degree of uncertainty (e.g., "should" or "more likely than
not") and explain the
facts or circumstances giving rise to the uncertainty, and provide
disclosure of the
possible alternative tax consequences including risk factor and/or other
appropriate
disclosure setting forth the risks of uncertain tax treatment to
investors. For guidance,
refer to Staff Legal Bulletin No. 19, Sections III.C.1 and 4.
8. Please provide the required dilution disclosure in tabular format. Refer
to Item 1604(c) of
Regulation S-K.
September 11, 2024
Page 3
Selected Historical Consolidated Financial Information of SEE ID, page 14
9. Please add cash flow information for SEE ID Inc. for the years ended
December 31, 2023
and 2022.
"While we intend to seek stockholder approval of the Business Combination,
SUAC's Sponsor
has agreed to vote in favor...", page 17
10. We note your risk factor indicating that as of the record date, the
Sponsor owned
11,800,000 shares of SUAC Common Stock, representing approximately
93.21% of the
issued and outstanding SUAC Common Stock. We also note that following
the post
business combination the Sponsor will own 93.21% of CID Holdco. Please
tell us whether
you will be deemed to be a controlled company under the Nasdaq
listing rules. If so,
please additionally disclose on the prospectus cover, the summary and
elsewhere (i) the
percent voting power that the controlling stockholder will hold after
completion of the
offering; (ii) the corporate governance exemptions that will be
available to you; and (iii)
whether you intend to take advantage of these exemptions.
Risk Factors
We may be unable to obtain additional financing to complete our initial
Business Combination or
to fund the operations..., page 17
11. We note the closing condition that SUAC or Holdings, as applicable, must
close
simultaneously with the closing a line of credit on customary terms of
no less than
$50,000,000 and no greater than $100,000,000. Please expand your risk
factor to disclose,
if true, that if the SPAC is unable to consummate the transaction
financing and/or equity
line of credit, the SPAC may lack funds to consummate the business
combination and the
Business Combination may not occur.
Our dependence on a limited number of joint design manufacturers and suppliers
of
manufacturing services..., page 51
12. You state that you have in the past experienced component shortages.
Please discuss
whether the component shortages had a material impact on the company. In
addition,
discuss the material terms of your agreements with your suppliers and
manufacturers,
including the "key supplier in Israel" and the "single joint design
manufacturer."
Management of Holdings Following the Business Combination, page 85
13. Please disclose the business experience of Holly Grey and Dr. David
Carlson who are
identified as directors after the business combination. See Item 401 of
Regulation S-K.
The Business Combination Agreement, page 96
14. We note your disclosure indicating that on November 27, 2023, SUAC and
SEE ID
executed a letter of intent (LOI). Please file the LOI and any
amendments as exhibits
pursuant to Item 601(b)(10) of Regulation S-K or tell us why you do not
believe you are
required to file this agreement.
September 11, 2024
Page 4
Certain Agreements Related to the Business Combination
Registration Rights and Lock-Up Agreement, page 109
15. Please identify the "key stockholders of SEE ID" who are parties to the
Registration
Rights and Lock-Up Agreement.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 141
16. It is unclear why you describe in footnote D2 that scenario 2 assumes a
50% redemption
while you present adjustments referenced to D2 to additional paid-in
capital, temporary
equity, and common stock under the Scenario 2 column, which assumes a
maximum
redemption.
17. Correct the footnote references to cash adjustments J and I under
Scenario 2.
18. Note L to your Unaudited Pro Forma Condensed Combined Balance Sheet
indicates
waiver of the full deferred underwriting fees of $11,200,000, however
there is no
disclosure related to a fee waiver arrangement. Please fully disclose
the details of the fee
waiver arrangement in your business combination discussion and
throughout the filing, as
appropriate.
19. Disclose a single total pro forma amount in the line-item for Class A
common stock,
in the balance sheet columns under the two redemption scenarios.
20. Give pro forma effect to any post-balance sheet issuances of SAFE
agreements.
Information About SUAC, page 148
21. Please revise to indicate whether the sponsors and management and
affiliates have a track
record with SPACs and, if so, provide balanced disclosure about this
record and the
outcomes of the prior transactions.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
SUAC
Critical Accounting Estimates, page 160
22. We note you indicate that your non-redemption agreements derivative
liability involves
critical accounting estimates. Please expand your disclosure to provide
qualitative and
quantitative information necessary to understand the estimation
uncertainty and the
impact your critical accounting estimates have had or are reasonably
likely to have on
your financial condition and results of operations. In addition, discuss
how much each
estimate and/or assumption has changed over a relevant period and the
sensitivity of
reported amounts to the underlying methods, assumptions and estimates
used. The
disclosures should supplement, not duplicate, the description of
accounting policies or
other disclosures in the notes to the financial statements. Refer to
Item 303(b)(3) of
Regulation S-K.
September 11, 2024
Page 5
Business of SEE ID, page 161
23. Please disclose the current state of development of each of your
software products and
service offerings. With respect to each, indicate if it is currently
under development or
available for general release to customers. If under development,
disclose the anticipated
timing for commercial release and the remaining estimated costs
necessary to achieve
commercialization.
24. We note that AI is enabled by or integrated into some of your existing
solutions and may
play an increased role in your future offerings. Please expand your
business operations
disclosure to provide a materially complete discussion regarding your
artificial
intelligence and machine learning capabilities, and how they operate. In
addition, clarify
what datasets your artificial intelligence or algorithms use and whether
you utilize third-
party artificial intelligence products.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of SEE
ID
Forecasts, page 178
25. We note your fiscal year 2025 forecasts for Bookings, Billings, Revenue,
Gross Margin
and Gross Margin %. Please revise and enhance disclosures to describe
the purpose for
which the projections were prepared, the party that prepared the
projections, the material
assumptions underlying the projections and whether or not the
projections still reflect the
views of management. Refer to Item 1609 of Regulation S-K.
26. We note that you indicate that based on your forecast model you
anticipate EBITDA
positive operations late in the fourth quarter of 2025 or early in 2026.
Please enhance your
disclosures to provide a discussion regarding your EBITDA projections
that complies
with Item 10(b) and Item 1609 of Regulation S-K or remove.
27. Given your risk factor that "revenue forecasts and projections are
likely to be unstable
through fiscal year 2025," please provide the basis for your projections
in FY2025.
Liquidity and Capital Resources, page 182
28. Please disclose at the forefront of your liquidity section that there is
substantial doubt
about your ability to continue as a going concern.
Securities Act Restrictions on Resale of Combined Company Common Stock, page
209
29. Please provide in tabular format the material terms of any agreements
regarding
restrictions on whether the SPAC sponsor and its affiliates may sell
securities of the
SPAC. Please refer to Item 1603(a)(9) of Regulation S-K.
Financial Statements, page F-1
30. Please update your financial statement and related information
throughout the registration
statement. Refer to Rule 8-08 of Regulation S-X for guidance.
September 11, 2024
Page 6
SEE ID, Inc. Financial Statements
Software Development Costs, page F-54
31. We note on page 162 the Company provides customers with an intelligent,
real-
time tracking system that enables visibility of high value assets and
people from one
convenient application. It is unclear why you refer to the guidance in
ASC 350-40 and not
ASC 985-20 in your policy disclosure. Please expand your policy
disclosures to disclose
your full compliance with the guidance in ASC 985-20, including the
guidance in
paragraphs 25-1 and 25-2. Specifically disclose the conditions necessary
in order to
establish technological feasibility.
32. With respect to the amount of capitalized software development costs
reported as of your
most recent balance sheet date, please provide us a quantified analysis
of each project
where you have capitalized costs. For each project describe the nature
and purpose of the
software under development and explain to us in detail us your basis for
capitalizing the
costs, referring to the applicable supporting accounting literature.
Note 7. Equity Incentive Plan
Stock Options, page F-59
33. Please explain to us the facts and circumstances concerning the stock
options "issued prior
to January 1, 2024 that were incorrectly excluded from the total number
of stock options
for common stock outstanding as of December 31, 2023." Explain to us how
this
happened and identify who received the stock option awards. Also explain
to us the terms
of these awards, if and when did they vest, and when were the persons
receiving the
awards notified that they were awarded the stock options.
Note 9. Related Party Transactions, page F-60
34. We note disclosure of various related party transactions on pages 197 -
198. Please fully
disclose all related party transactions and relationships in this
footnote and in Note 10 on
page F-76.
Restricted Stock Awards, page F-60
35. Please explain to us the facts and circumstances concerning the
restricted stock awards for
16,537,500 shares of common stock "incorrectly excluded from the total
number of
restricted stock awards for common stock outstanding as of December 31,
2023." Explain
to us how this happened and identify who received the stock option
awards. Also explain
to us the terms of these awards and when were the persons receiving the
awards notified
that they were awarded the restricted stock.
Signatures, page II-8
36. Please list the co-registrant on the signature page as required by Item
1601 of Regulation
S-K.
September 11, 2024
Page 7
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 Mariam Mansaray at 202-551-6356 or Jan Woo at
202-551-3453 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Gerry Williams