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October 30, 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.
Registration Statement on Form S-4
Filed October 11, 2024
File No. 333-282600
Dear Phyllis Newhouse and Edmund Nabrotzky:
We have reviewed your 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 September
11, 2024
letter.
Form S-4 filed October 11, 2024
Questions and Answers About the Proposal, page xii
1. Total pro forma common stock in the table on page xvi does not agree
with that in
tables elsewhere throughout the filing. Please revise as needed for
consistency and
accuracy.
October 30, 2024
Page 2
Summary of the Proxy Statement/Prospectus, page 1
2. We note your response to prior comment 8. Please add the 25% redemption
scenario
as indicated in the paragraph preceding the table on the cover page and
page 8.
3. Please disclose on the cover page and in the summary section the tier of
the OTC
market on which SUAC Class A Common Stock, SUAC Warrants and SUAC Units
are quoted.
4. We note your response to comment 2 and note your disclosure on page 113
that as of
the date of this prospectus, no PIPE investment has been made. We also
note your
disclosure on page 3 that, "SUAC shall have cash and cash equivalents in
an
aggregate amount of not less than $6,000,000 including the cash
available to SUAC
from the Trust Account (after any redemptions by the SUAC stockholders
and the
payment of any Trust Account expenses) and the proceeds from the PIPE
Financing,
after deducting all Outstanding SUAC Expenses, all Outstanding SEE ID
Expenses,
and all Company Change of Control Payments..." Given that no PIPE
investment has
been made and these proceeds are not guaranteed, please revise this
statement to note
that the proceeds from the PIPE financing are not guaranteed as a PIPE
investment
has yet to be made.
Risk Factors
"Our dependence on a limited number of joint design manufacturers and suppliers
of
manufacturing services...", page 52
5. We note your response to comment 12 where you state that SEE ID has not
experienced component shortages to date. However, in your disclosure on
page 52 of
the Amended registration statement, you state, "We have in the past
experienced and
may in the future experience component shortages..." Please revise the
disclosure to
reconcile these inconsistencies.
The Business Combination Proposal, page 97
6. We note your response to comment 14 where you state that at the time the
letter was
executed by SUAC and SEE ID there was no definitive agreement, plan,
arrangement,
commitment or understanding, conditional or otherwise, regarding any
merger or
business combination transaction between the parties and that the LOI
was superseded
by the Business Combination Agreement. We also note your disclosure on
page
113 that the LOI, among other things, contemplated a pre-money, fully
diluted
enterprise value ranging from $130 million and also provided for entry
into lock-up
agreements, a registration rights agreement, voting agreement and a new
equity
incentive plan. Please revise your disclosure to summarize the terms of
the
LOI including the initial valuation attributed to the transaction and
any analyses that
were utilized to determine such valuation. See Item 1605(a) of
Regulation S-K.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 142
7. Please provide us with your detailed calculations to arrive at pro forma
adjustment (N)
for each scenario and revise, as appropriate, to provide additional
disclosure that
supports these calculations.
October 30, 2024
Page 3
8. We note your response to prior comment 18 and reissue in part. Please
fully disclose
the details of the fee waiver arrangement in your business combination
discussion and
throughout the filing as appropriate. Specifically, please disclose how
the waiver was
obtained and why Citigroup agreed to the waiver.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 148
9. The pro forma balance sheet information should be limited to the latest
balance sheet
included in the filing. Please remove the pro forma balance sheet as of
December 31,
2023.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
SUAC, page 162
10. Please add disclosure for your results for the six months ended June 30,
2023.
11. We note your response to prior comment 23, including the table on page
169
summarizing the state of development of each of your software products
and service
offerings. It is unclear what costs are included in remaining
estimated costs . Please
enhance your disclosures to clarify and discuss the various estimated
costs required to
achieve commercialization, such as software development, marketing,
compliance,
etc.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
SEE ID, page 182
12. Throughout the tables in your MD&A revise the Q2 2024 column heading to
indicate
that information is as of or for the six months ended June 30, 2024.
13. We note that on page 183 you disclose that your platform is due for
release in the
fourth quarter of 2024. In addition, on page 185 you disclose that your
solution is used
by businesses of varying sizes across a broad range of industries. To
add context to
these disclosures please revise to discuss (1) the relationship between
the solution
currently used by customers and the platform set for release in the
fourth quarter of
2024 and (2) the number of revenue generating customers using your
solution.
Additionally, ensure your discussion of platform and solution release
dates is
consistent throughout the filing.
14. We note your expanded disclosure on page 186, in response to prior
comment 27.
Please further expand your disclosure to address:
Discuss the most significant basis for your projections which you
identify in your
response letter as sales pipeline and contract backlog.
To ensure balanced disclosure discuss the net loss potential for the
potential
opportunity projects you referenced that are in the Contract
Negotiation phase.
For instance, discuss the nature and estimates of other costs,
including cost of
sales, that you expect to incur under the anticipated contracts.
October 30, 2024
Page 4
SEE ID, Inc. Financial Statements
Software Development Costs, page F-55
15. We note in your response to prior comment 32 regarding post
implementation-
operation stage, you said "SEE ID has not yet deployed its software, and
the related
projects are not yet substantially complete and ready for their intended
use." Please
reconcile this statement with the disclosure of the current state of
software
development in the table on page 169 and clarify your disclosures
accordingly.
Note 7. Equity Incentive Plan, page F-60
16. We note in the table provided in response to prior comment 33, you
revised in 2024
the exercise price of certain options. Tell us if you revised the fair
value assigned to
these options, how you determined the fair value, and reconcile this
value to the value
established in the Business Combination.
17. We note in your response to prior comments 33 and 35 you concluded the
errors were
not quantitatively material. Noting that the errors had the effect of
under reporting
management compensation, with respect to each error please provide us a
comprehensive materiality analysis prepared using the guidance is SAB
Topic 1:M.
General
18. We note your response to comment 5 that Sheldon Paul is a board member
who is also
an investor in SEE ID and the owner of a partner distribution company,
Pope
Technologies LLC. We also note that Pope Technologies LLC is SEE ID's
primary
distributor. Please file the agreement as an exhibit and include any
relevant risk factor
disclosure, as appropriate.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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 202-551-5176 or Jan Woo at
202-551-3453 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Gerry Williams
October 30, 2024
Page 5
Krisanne Cunningham