January 13, 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. 5 to Registration Statement on Form S-4
Filed January 8, 2025
File No. 333-282600
Dear Phyllis Newhouse and Edmund Nabrotzky:
We have reviewed your amended registration statement and have the
following
comment.
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 7,
2025 letter.
January 13, 2025
Page 2
Amendment No. 5 to Registration Statement on S-4
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2024,
page
142
1. We note your revisions in response to prior comment 2. Please revise the
common
stock line-item pro forma amounts to report one amount that is the sum
of the historic
amount and all of the adjustments. In addition, correct adjustment N
under scenario 2.
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
Krisanne Cunningham